


Ultimate Fairy

by MonkeyKnight



Category: Ben 10 Series, Fairy Tail
Genre: Also available on fanfiction, Ben got that ANGST, F/M, Fictional backstory for Ben, My First Adopted Work
Language: English
Status: In-Progress
Published: 2020-10-13
Updated: 2020-10-14
Packaged: 2021-03-07 22:53:31
Rating: Teen And Up Audiences
Warnings: No Archive Warnings Apply
Chapters: 14
Words: 146,967
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/26995471
Author URL: https://archiveofourown.org/users/MonkeyKnight/pseuds/MonkeyKnight
Summary: Ben Tennyson has found himself in another universe, one filled with magic he never imagined. He comes across a few wizards who invite him to their guild, Fairy Tail. With no immediate ways to return home Ben must adapt to this new world, form new bonds, and grow stronger with his teammates to overcome many obstacles. Adopted from Ultimate10.
Relationships: Ben Tennyson/Erza Scarlet
Comments: 8
Kudos: 13





	1. Not in Bellwood I

**Author's Note:**

> My first adopted work. Everything up to 45 is written by Ultimate10, after that will be my writing. Enjoy, lovelies!

** Ultimate Fairy **

**Chapter 1: Not in Bellwood Anymore**

**Part I**

...

The life of a superhero is filled with danger, adventure, and excitement. However, eighteen-year-old Ben Tennyson was experiencing none of that today. In fact, he hadn't done any heroic work in months! As things were the most dangerous thing that could happen to him was getting a brain freeze from the smoothie he was drinking.

The state of his homeworld had changed drastically within the last several months. Things had finally calmed down not only on Earth but throughout most of the universe, save for perhaps the Anur system. The Plumbers, an intergalactic police force dedicated to preserving peace throughout the cosmos, had been granted powerful new technologies developed by the Galvan.

New weapons, new armor; basically, everything they needed to combat threats that previously required the aid of Ben and his team. It seemed the Galvan had finally begun to shake off their secretive ways when it came to their technology. There were heavy protesters on Galvan Prime, of course, but the general consensus amongst their lead scientists and military officials was that the universe needed to move forward, and they were the ones best suited to make that happen. They couldn't continue to call upon the bearer of the Omnitrix every time something went wrong.

Ben was mature enough to know this change was a good thing. There was peace, crime was down, and life was good. But still, there was a part of him that missed turning into an alien every day and fighting some criminal or giant monster. He didn't do any of his heroics for the fame; or at least, not anymore he didn't. He really just missed the feeling of helping others.

After the incident with Diagon, Sir George, and the war between the Forever Knights and the Esoterica, Azmuth had gifted Ben with a brand new Omnitrix. It was much sleeker than the Ultimatrix, as it was now only slightly larger than an average wristwatch as opposed to being a large gauntlet. It was a square, white watch with green highlights, with said highlights converging on the black faceplate to form the intergalactic peace symbol, which resembled an hourglass.

As opposed as Azmuth was to the evolutionary feature that Albedo, his former assistant, had added to the Ultimatrix, he recognized that it had aided Ben numerous times during his hero tenure and reluctantly decided to include it in his latest model. Though, he made sure to add proper safeguards to prevent another incident with the sentient Ultimate Forms.

Ben had spent the last two years unlocking new aliens with his new Omnitrix, but what was the point if he didn't even need them anymore?

The teen hero leaned his elbow on the table and took a sip of his smoothie. "Man... I hate to say it, but... couldn't somebody just try to rob a store or something? Jaywalk in the street? Anything?"

The Omnitrix wielder then sat back up in his seat, and glanced around, almost as if he were looking for signs of something bad happening anywhere in Bellwood. To his minor disappointment, he saw nothing of the sort. It was then that an idea came to Ben's mind, causing a slight smirk to cross his face.

"Man," Ben said in a pretend happy voice, "it sure is a nice day today. The sky is clear, it's nice and quiet..." He paused to look at the sky. "What could possibly go wrong?!"

Ben then took another look around but was disappointed yet again by the lack of any commotion.

"Come on, universe." He groaned. "The one time I _want_ something to go down and you got nothin' for me? I guess things really have changed."

The jacket-wearing teen then slouched in his seat, and shook his head, internally chastising himself.

"I really shouldn't be asking for bad stuff to happen." Ben berated. "Things could be a whole lot worse. Boredom is a vacation compared to some of the stuff I've been through..."

Suddenly, Ben's phone began to ring from inside his pocket. He pulled it out and checked the caller ID, to see that it was his cousin, Gwen.

He answered his phone. "Hey, Gwen. What's up?"

 _"Ben, where are you?!"_ demanded Gwen. _"Have you been watching the news?!"_

The Omnitrix bearer glanced around before replying, "Kinda at Mr. Smoothie's right now, so no, not really. Why?"

 _"Ugh..."_ groaned Gwen, _"because the Forever Knights are over at Bellwood Tech trying to steal something!"_

Ben then heard Kevin's voice from the other end of the line.

 _"Some real heavy-duty stuff by the looks of it,"_ Kevin inputted. _"Wouldn't be surprised if it's some smuggled alien tech or somethin'."_

 _"We're on our way there ourselves, but you should head there too,"_ Gwen advised. _"Who knows what this stuff is. It could be smuggled Plumber tech for all we know. You know how dangerous that stuff could be if it fell into the wrong hands."_

"You're right." Ben agreed. "And with those guys, who knows what they could do with it."

 _"Exactly!"_ Gwen replied. _"So hurry up get over there. Kevin and I probably won't make it in time to stop them."_

"Don't worry guys. I'm on it." Ben assured, wearing a confident smile.

With that, Ben hung up, put his phone in his pocket, and reached for the Omnitrix. He tapped the black faceplate, which brought up a green, holographic ring with various alien head icons on it. He scrolled through the alien playlist until he found the icon he wanted and tapped the faceplate to select it, which caused the faceplate to slide back, and the core to pop out.

Ben slammed down the core, and in a flash of emerald light, he was replaced with a red, humanoid, manta ray-like alien with one black, lightning bolt-like stripes coming down from either shoulder and converging at the Omnitrix dial on his chest. It had yellow lips, which connected to yellow horns above his eyes that somewhat resemble large eyebrows pointed upwards. The alien spread his arms wide, revealing yellow patagia under them.

 **"Jetray!"** the alien yelled.

Jetray crouched low, and then took off into the air. He stopped several meters high and immediately headed for Bellwood Tech.

 _'Guess I'm gonna get what I asked for after all...'_ thought Jetray.

After a few minutes of flying, Jetray had made it to Bellwood Tech. Once there, he looked down into one of the many parking lots to see several men, all in the traditional Forever Knights armor, struggling to move a large, wooden crate into the trailer of a truck.

"A crate that big? Maybe Kevin and Gwen were right about it being stolen tech." the teen hero grinned slyly. "Looks like it's that time again..."

Jetray dove downward, toward the armored men, and halted once he was about two meters above them. His eyes then began to glow green until he fired a neuroshock blasts, directly taking out the men on either side of the crate, causing it to fall to the ground with a loud thud.

The rest of the Forever Knights turned to the sky, now fully aware of Jetray's presence, and prepared their weapons. Some even had red energy-based maces, shields, and swords. It seemed that they managed to salvage some of their own tech after their intense battle with the Esoterica a couple of years ago.

Jetray simply smirked and slapped the Omnitrix dial on his chest. In a green flash, Jetray was replaced by a twelve-foot-tall, red-skinned humanoid with four arms and four green eyes. It wore a black, sleeveless shirt with a green stripe down the center. It also had black, fingerless gloves on all four hands, each attached to a green cuff on his wrists. The Omnitrix dial rested on the green and white belt around its waist.

 **"Four Arms!"** He yelled in a deep, raspy voice.

The Tetramand fell to the ground and shook the ground as he landed, causing many of the knights to flinch momentarily.

"It's Hero Time!" Four Arms proclaimed.

Without a moment's hesitation, the remaining knights charged Four Arms with their energy-based weapons raised, letting out battle cries as they did so. One knight swung his sword at Four Arms, only for the Tetramand to grab the man's arm with his own upper left arm, take the sword from the man with his lower right arm, and punch him in the face with his upper right arm, effectively rendering the man unconscious.

Two more knights tried to lunge at Four Arms from either side, but the latter used the knight he was already holding as a bat of sorts, and swung him into the knight on his left, and then into the knight on his right immediately afterward.

"Come on, guys." Four Arms groaned. "This is just sad. Don't tell me you've gotten _this_ sloppy in only two years."

The four remaining knights then charged Four Arms head-on, much to the Tetramand's disappointment.

The Tetramand sighed. "Guess you really have..."

He spread all four of his arms out wide, and after a moment, slammed them together with an immense amount of force. Doing so created a shockwave the sent the four men flying straight into the wall of the building they had taken the crate from, all of them now unconscious.

Four Arms stood over his defeated adversaries with his upper arms folded, and his lower arms placed on his hips. Needless to say, he was disappointed at how easy it was to defeat them. Ben has had numerous scuffles with the Forever Knights in the past, but never had they been that disorganized and simpleminded.

"Can't imagine what they'd want with Plumber tech if they can't even use their _own_ gear properly." Four Arms mused.

He then placed his lower right hand on his Omnitrix dial, opening its built-in communicator, and began to speak into it.

"Hey, Gwen."

 _"Ben? Is that you?"_ asked Gwen.

"Yeah, it's me." the Omnitrix wielder complied. "Just calling to let you guys know the Forever Knights are taken care of. Whatever they were stealing is safe now."

Ben heard Gwen sigh over the phone, relieved that a potential crisis had been thwarted.

 _"Nice work, Ben."_ Gwen praised. _"And sorry we couldn't be there to help. Kevin and I were on the other side of town when we found out about it."_

 _"And since my car was_ trashed _, we had to take the bus,_ Tennyson _,_ _"_ Kevin grumbled.

Four Arms simply groaned and placed his upper left hand over his eyes in frustration.

"How long am I gonna have to keep saying I'm sorry about that, man?" Ben said.

_"Until you can get enough Taydenite to afford me some Talpaedan impact resistant metal, some Amperi electric insulation, some Pyronite wax for extreme temperatures, and some-"_

Unwilling to continue listening to Kevin ramble on and on about his demolished car, Four Arms removed his hand from the Omnitrix dial, thus hanging up.

"He's never gonna let me live that down, is he?" Four Arms commented, lightly shaking his head.

Four Arms then noticed something. He glanced slightly to his left, to see a man peeking out from the doorway the knights had come out from. After looking to see if everything was fine and the danger had passed, the man exited the building and began to approach Four Arms. The man appeared to be middle-aged, and he was wearing a white lab coat. He had a trim beard and glasses. Overall, the man's appearance screamed "scientist."

"Oh, thank you, Mr. Tennyson!" the man yelled in a relieved tone.

Once the man reached Four Arms, he proceeded to shake each and every one of the Tetramand's hands in rapid succession.

"Thank you so much!" the scientist said. "The thought of what those miscreants could do if they had misused my device..."

"Uh, no problem..." Four Arms replied. "Wait, your device? I thought this box was full of stolen Plumber tech."

The man simply looks up at Four Arms, confused by the alien's statement.

"Plumber tech?" the man echoed. "Whatever gave you that idea?"

"Well, I..." He rubbed his neck sheepishly. "Heh... Nevermind..."

The man continued to stare at Four Arms for a brief moment, before shaking it off and resuming his grateful demeanor.

"Regardless, I can't thank you enough for stopping those thugs from making off with my device." He declared.

"It was nothing, really." Four Arms dismissed politely. "I'm just glad I could help out."

The man's eyes then widened slightly, before he smiled once more.

"Oh, where are my manners? I am Professor Emil Hamilton." He gestured to the building. "I've been using this lab space to develop the machine that you prevented from being stolen."

Four Arms nodded and smirked. "Nice to meet you"

Professor Hamilton then seemingly had a realization and rushed over to the crate, inspecting it all over to see if the crate itself was at all damaged. After a moment of this, Four Arms approached the man and the crate.

"So, what is it anyway?" inquired Four Arms.

Hamilton turned to the Tetramand and replied, "It's a...well... It's somewhat difficult to describe..."

Hamilton then took a look at the still-unconscious Forever Knights, and then looked around the entire area, as though he were making sure no one was listening for some reason. After a brief moment, he turned back to Four Arms.

"Perhaps it's best if we discussed this inside?" He suggested. "I don't suppose you could help me bring the device back into the lab, by any chance?"

"You couldn't have asked a better alien, doc." Four Arms smirked.

The four-armed alien stepped toward the crate, crouched low, and lifted it with his upper arms on the sides, and his lower arms holding the bottom.

"Oh, please do be careful! It's a very delicate machine!" Hamilton exclaimed frantically.

"No need to worry. I got it." Ben assured.

"Thank you again." the scientist replied.

Hamilton led Four Arms inside the lab building, which was a large, mostly white and light gray space containing a small booth with large, glass windows sectioned off from the majority of the room. The booth looked like it was to protect against any unpleasant accidents that might occur in the lab, and had computer equipment inside of it, below the windows. The larger portion of the room was mostly empty, save for a few wooden tables off to the side, and several long cables running from a wall to roughly the center of the room, all of which weren't plugged into anything other than the wall.

"Place the crate in the center, if you please," Hamilton said.

Four Arms strolled to the center of the room, making sure to avoid stepping on or tripping over the many cables strewn about and gently placed the crate on the floor. He then opened the crate, upon Hamilton's request, and placed the four wooden walls of the crate to the side of the room, out of the way, and turned back to the odd machine that was previously inside it.

The device was peculiar, to say the least. It was a silver cube, about four feet in all directions. It had a socket of some sort on one side, seemingly matching the shape of the plug on the cable lying on the floor next to it. On the opposite side were a screen and keyboard, though Four Arms had no idea what they were for. On top of the cube were what appeared to be three solar panels. Needless to say, Ben was curious, especially considering that the professor didn't feel comfortable discussing it outdoors.

Four Arms tapped the Omnitrix dial on his belt and turned back into Ben as he continued eyeing the machine.

Ben turned to Hamilton and questioned, "So, what is this thing exactly? It's nothing bad, right?"

"Oh, no, no, not at all!" Hamilton answered, waving his hands. "In fact, this device could prove to be one of, if not the, greatest scientific development of all time!"

Ben's eyes widened slightly when he heard that. Something greater than the new Plumber tech, or even the Omnitrix? And created by a human, no less? This, Ben had to see.

"So, what exactly does it do?"

Excited to see that the Ben Tennyson was so interested in his device, Hamilton assumed a slightly more proud demeanor as he proceeded to explain.

"This is what I call the 'Quantum Displacement Generator' or QDG for short." The professor explained. "With some assistance from a Galvan acquaintance of mine, Niffum, I've designed a machine that could finally prove the Multiverse Theory, once and for all!"

Ben scrunched his brow in thought, trying to remember where he had heard that "Multiverse Theory" term from.

"'Multiverse Theory'..." he repeated, tapping his chin in thought. "I know I've heard that somewhere before..."

"For one as well-traveled as you, Mr. Tennyson, I'm sure you have." Hamilton asserted. "The Multiverse Theory is the theory that there is an infinite number of universes in existence. Some are nearly identical to our own, save for the slightest detail, while others are so radically different that we may not even be able to comprehend them."

The gears in Ben's head finally clicked as he remembered how he knew of this "Multiverse Theory." Two years ago, he had traveled to another universe himself. While there, he befriended a boy his age, named Rex Salazar, who had the ability to produce amazing machinery from his limbs using something called the Omega-1 Nanite. Ben had helped Rex avert a worldwide crisis in the latter's universe by defeating what was known as the Alpha Nanite, which was an insane, yet highly intelligent nanomachine that attempted to bring an end to the human race on Rex's Earth. Ben mentally slapped himself for forgetting about that. It was such a bizarre experience, so how could he?

"Now I remember..." confessed Ben.

"Yes. I was sure you'd know of it. Anyway, I developed the QDG as a probe of sorts, to travel to another universe, collect as much data as possible, and hopefully return." Hamilton explicated.

Ben cocked a brow. "Hopefully?"

"Ah, yes, well... the device is still untested, unfortunately." He continued. "I have yet to actually discover a way for the QDG to return safely to our own universe."

"I see..." the Omnitrix wielder replied. "Can't help but wonder what the Forever Knights would want with something like _this_. They're not exactly fond of exploring new frontiers."

"Hmm... perhaps they wanted to repurpose the device as some sort of weapon?" suggested Hamilton. "Though, I can't imagine how they could manage something like that..."

"People like the Forever Knights can find a way to turn anything into a weapon. I'm just glad we don't have to find out what they could've done with it." He then turned to Hamilton and smiled confidently. "But anyway, don't worry. It's out of their hands now, and I'll see to it that it stays that way."

"Thank you, Mr. Tennyson. This machine is irreplaceable. Now, I'll need to run some diagnostics, to make sure those medieval hooligans didn't damage it. If you wish to keep the QDG safe from harm, could you perhaps remain here while I check on everything?" Hamilton requested.

Ben simply nodded in response, much to the professor's relief. Hamilton then plugged the cables on the floor into the machine, and rushed over to the booth to the side of the room, leaving Ben to eyeball the device with curiosity. Was this cube really supposed to travel to other universes? It looked relatively simple on the outside.

 _'I guess Hamilton and his Galvan buddy didn't put much stock in creativity when it came to this thing's design.'_ Ben thought.

For several minutes, Hamilton was hard at work in his computer booth, typing away madly on multiple keyboards and trying to see if his invention was fully intact.

Suddenly, one of the many screens in Hamilton's booth began to flash red, with the words "Quantum Displacement Randomization Sequence Initiated" in big, flashing letters. Hamilton's eyes immediately grew wide with terror as he attempted to type something into the primary computer. However, he was only met with every single screen in the booth flashing with the same screen as the first one.

"No... No, no, no! This can't be happening!" Hamilton shouted, distressed. "I know with one-hundred percent certainty that I took preventive measures against any possible triggers for spontaneous displacement! Unless..."

Hamilton's eyes shot open in horror as he looked to the machine in the center of the room. It was merely rumbling softly at the moment, but Hamilton knew what that meant. Ben, on the other hand, did not.

Ben turned to Hamilton and pointed to the machine. "Hey, uh...is it supposed to do that?"

Since the booth was soundproof, Hamilton grabbed a microphone inside the booth and spoke into it in a frantic voice. _"The Quantum Displacement Randomization Sequence has been initiated! You have to get away from the machine,_ right now _!"_

Ben's expression turned from one of mild concern to extreme shock. He reached for the Omnitrix to turn into Fasttrack, but before his hand could even reach the faceplate, an intense white light engulfed the room from within the cracks of the metal plates of the QDG, effectively blinding both Ben and Hamilton.

"No! Don't tell me it's..." Hamilton trailed off as he shielded his eyes.

After a moment of shining brightly, the white light disappeared in an instant, much to Hamilton's surprise. The professor opened his eyes, only to find a most horrifying sight. Both the QDG and Ben Tennyson had vanished!

"Oh no..." Hamilton's eyes widened as he trembled in horror. "What have I done...?"

...

Ben's eyes began to slowly flutter open as he groaned in discomfort. Whatever had just happened had certainly put his innards through the wringer, that's for sure.

He placed his hand on his forehead. "Ugh... I feel like my stomach just switched places with my liver."

After a brief moment, Ben's eyes finally adjusted and allowed him to open them completely. Once he did, he struggled to sit up straight, as he had been lying on his back, and began to take in his surroundings. He saw that he was now in a lush, green forest, as opposed to a pale, white laboratory.

"What...? A forest...?"

Ben continued to look around, confused by this turn of events. Where was he?

"But how?" he wondered. "I was in the lab just a second ago, right?"

The Omnitrix wielder then placed his hand on the ground and used it to help himself stand up. He dusted himself off and took another good look at where he was, still just as confused as before.

However, it was then that Ben remembered what Professor Hamilton had said to him. He told the Omnitrix bearer that his device, the QDG, was designed to travel to other universes.

Ben eyes widened from realization. "No...no. No way...! Don't tell me that thing sent me into another..."

He was beginning to panic until he turned around and saw the QDG sitting a few meters behind where he once lay. Unwilling to believe the realization he had just come to, Ben whipped out his cellphone and checked for the reception.

Nothing.

Those two things were all the proof Ben needed. His cellphone had been upgraded by Kevin to be able to connect to the Plumber intergalactic network, providing him reception from nearly anywhere across the Galaxy – save for some deadzones here and there. With that said, his hypothesis was right on the money; much to his dismay.

Ben then turned back to the QDG with an angry expression plastered on his face.

"Oh, no, you DID _NOT!_ " he yelled.

Without a second's hesitation, Ben reached for the Omnitrix and activated it. After finding the icon he wanted, he tapped the faceplate and slammed down the core. In a flash of emerald light, he was replaced by tall, black and green, a blob-like humanoid that appeared to be made of circuitry, which was further emphasized by the green and black, circuitry-like patterns all over its body. On its head was a green circle, and on its white chest was the Omnitrix dial.

Upgrade wasted no time in marching over to the machine, an angry aura about his visually emotionless features.

He pointed at the machine as he stated, "You and **Upgrade** are gonna have a _serious_ -"

Before Upgrade could even finish his sentence, the machine began to emit another powerful, white light, blinding Upgrade completely. Just like before, after a moment, the light abruptly disappeared. When Upgrade regained his optical awareness, he was flabbergasted to see that the QDG was now gone.

"...chat..."

Upgrade's finger twitched as he stammered incoherently to himself, the circle on his face flashing whenever he emitted a sound. This continued for a brief while, until...

"...You...have got to be KIDDING ME!" he shouted.

Upgrade grabbed his head out of frustration and fell to the ground on his back. He looked up through the trees of the forest that he was now stuck in, still trying to process what just happened.

"I just had to ask for something, didn't I?" Ben complained. "I just _had_ to do it..."

The Galvanic Mecamorph removed his hands from his head and laid them on the grass as he continued to speak aloud to himself.

"What am I supposed to do now?" he asked no one.

Before Ben could come to any kind of resolution in his mind, he noticed a rather large shadow looming over his laid-back form. When he tilted his head back, he saw something extremely bizarre.

It was an incredibly large, gorilla-like creature. It had a lavender chest and face, with a similarly lavender cone sticking out from the top of its head, and noticeably long ears and chin to match. It had green fur all over its body, save for its legs and tail, which were a darker shade of green, and the pink, heart-shaped symbols on its shoulders and arms in a line pattern.

"I'll tell ya what you can do." The gorilla creature sneered. "You can get off my turf before I smash your blobby little face in."

"Giant talking monkey? Yep, it's official. Crazy alternate universe." commented Ben.

"What'd you call me, ya little punk?" the ape-like being growled, visibly angry.

Upgrade sat up straight, stood up, and turned around to get a good look at the creature addressing him. He had seen many bizarre-looking creatures in his hero tenure, mostly Dr. Animo's mutant creations, but this creature was certainly up there.

"I hope you're not tryin' to pick a fight with me, monkey..."

The gorilla-like beast then leaned into Upgrade and got right in the Galvanic Mechamorph's face, all the while having an overconfident air about him. "Oh yeah? And what if I am? What're _you_ gonna do about it?!" he retorted.

The circle on Upgrade's face began to glow green, with the light growing brighter by the second.

"This."

With that one word, a green laser fired from Upgrade's face, directly into the gorilla beast's face, causing the creature to stumble back and grasp its face in pain with its giant, lavender hand.

"OW!" The ape creature shouted. It pulled its hand away from its face and glared at Upgrade. "You little runt!"

The gorilla-like creature reared back its right arm and sent a powerful punch directly at Upgrade. However, the Galvanic Mechamorph simply used his gelatinous body to his advantage and created a large hole in the left side of his body where the beast's fist would've struck him.

"What the...?!" the forest creature uttered, dumbfounded.

Upgrade reformed his body. "Well, since you're so eager to go around starting fights, I might as well oblige you and let out some of this pent-up frustration I've got!"

The Galvanic Mechamorph then wrapped himself around the gorilla creature's left leg, much to the latter's confusion and dismay, and oozed his way up to the beast's left arm. The giant ape grabbed onto Upgrade and tried to pull him off, but to no avail. The technorganic alien's grip was simply too strong for that.

"Get off me!" the beast yelled.

"Nah, I think I'll stick around." Ben quipped.

Upgrade proceeded to blast another optic laser at the beast's chest, causing it to yell out in pain. The Galvanic Mechamorph then blasted him with another one on his left arm, and another on his right. He continued blasting the ape with multiple lasers all over its body.

The ape creature continued pulling on Upgrade's blob-like body, despite the barrage of lasers. Eventually, with a tremendous display of strength, the beast finally yanked Upgrade off of him and threw him to the ground before him, but Ben easily caught himself.

"Y'know what," said Upgrade, "I think I should actually thank you. I feel way better now!"

"Why you...!" the beast snarled.

The gorilla then lifted its humongous arms above its head and prepared to slam them down on Upgrade. However, before the beast could do so, Upgrade slapped the Omnitrix dial and turned into a twelve-foot-tall, humanoid dinosaur with brown, reptilian skin, and a tan underbelly and underarms. Its hands had no claws, nor did its feet. The Omnitrix dial was displayed on the center of its chest.

The gorilla creature could only stare up at his new, gigantic adversary, confused and dumbstruck, with his arms still frozen above his head from pure shock.

 **"Humungousaur!"** He roared and then glared back at his opponent. "Picking a fight with me was a _humongous_ mistake...!"

Humungousaur then reared back his giant left fist, and sent it flying straight for the still-dumbstruck monkey's face and sent it spiraling into the sky, and far away into a deeper section of the forest.

"Man, what a joke..." Humungousaur sighed.

The Vaxasaurian simply let out a deep sigh, staring at the grassy ground below him as he thought aloud to himself.

 _'What am I supposed to do now?'_ Ben pondered. _'My only way out of whatever crazy world this is just disappeared.'_

Humungousaur looked to the sky, still in deep thought. He was right. He was now, without a doubt, in another universe, and the only immediate method he knew of to get back to his own world had vanished right before his eyes. He was essentially stranded.

The teen hero looked around before murmuring, "At least last time I ended up in a city, not some forest. I can't make heads or tails of anything around here."

It was then that Humungousaur let out another sigh, and slumped his shoulders. A second later, he lifted his head and began to look around intently. The way he saw it, he wasn't getting anywhere standing around wondering what to do. He then covered his eyes with his right hand and raised his left hand. He scanned his pointer finger over the one hundred eighty degrees in front of him, and stopped abruptly, pointing to a random direction in the forest as he uncovered his eyes.

"Guess I might as well go this way," Humungousaur said. "Nowhere better to go..."

With that, Humungousaur headed off into the depths of the forest. He had no idea which way to go, so this direction was as good as any other. He decided to remain in his current form for the time being. If that monkey came back, or something else dangerous found him, he wanted to be ready for it.

As the Omnitrix bearer continued to trek through the forest, he had plenty of time to think. He had to admit, as annoyed as he was that his only means of getting home had disappeared and that he had been attacked almost immediately by some arrogant gorilla, he was a small bit curious to see what exactly this world he had ended up in was like. The last alternate universe he visited was certainly interesting, to say the least. Perhaps this one would be as well. There was no use in worrying about what was outside of his control. The only thing he could do now was press on, and hopefully, find someone hospitable in this world.

After walking for a while, and no signs of any intelligent life, Humungousaur was beginning to wonder if he had perhaps picked the wrong way to go until suddenly, he heard something off in the distance. It sounded like someone yelling, but other than the direction it was coming from, he couldn't make out anything more than that.

"Huh. Guess I picked right after all." He remarked.

Humungousaur made his way toward the sound of the yelling, and it grew louder as he approached it. After a couple of minutes of following the sound, Humungousaur spotted a clearing up ahead in the trees. However, that wasn't all he spotted.

In the clearing, there were at least thirty-or-so men, all of whom wearing brown and tan garbs with hoods, wearing leather armor, and holding various medieval weapons, such as swords, axes, maces. It was pretty clear that these men were thugs, simply by the way they presented themselves. Humungousaur thought it was a bit odd for people to use such outdated weapons, but then again, he had just recently come from fighting people using the same kind of weaponry, albeit energy-based. Judging by the way the men held them, it looked like they knew how to use them too, unlike the Forever Knights.

Even still, that wasn't all he saw through the clearing. In between a gap in the group of hooded men, were three individuals. They were the truly strange thing about this whole scene, without a doubt. One of them was a young girl, likely around Ben's age, with shoulder-length, blond hair, tied in a ponytail to the right side of her head with a blue ribbon. She wore a white, sleeveless shirt with blue highlights, and a blue cross down the center of it, intersecting at her chest. She also wore a blue skirt and had a brown belt around her waist, which had a black whip and key ring on it. The key ring had eight keys on it, four of them being gold, and the other four being silver.

Another one of them was a young man with spiky, pink hair. He wore a blackish vest with a gold trim, which was both open and sleeveless, revealing well-muscled arms and chest. He also wore white, knee-length pants that seemed to be tightened to his legs by black cloths. He also had a scarf around his neck that bore a scale-like pattern. The strangest part yet about this individual was the fact that his right hand, which was clenched into a fist, was engulfed in flames! However, the pink-haired boy seemed to be perfectly fine. More than fine, as a matter of fact; he seemed excited, as he had a wide, toothy grin plastered on his face, with a look in his eyes that was practically itching for a fight with the thuggish men surrounding him.

The third and final member of this odd trio was the strangest one of the three. It was a small, blue, humanoid cat. It had a white underbelly and wore a pale green knapsack around its neck and over its back. The part that stood out most to Humungousaur was that this already-bizarre blue cat had small, angelic wings sprouting from its back! It was using said wings to fly at head-height with its two companions and was also wielding what looked to be a large fish with the bones from its center area picked clean.

Humungousaur hid behind a heap of bushes and trees, large enough to hide a twenty-foot-tall alien dinosaur, surprisingly. As he looked out into the clearing, he could only blink at the strange sight before him.

"Hahahaaa!" the pink haired boy laughed. "Alright, yah hood-wearin' punks! I hope you like barbeque, 'cause I'm about to cook all of yah like smoked fish!"

"How many times do I have to tell you? Everyone knows you make smoked fish with _smoke_ , not _fire_." The blue cat countered.

The salmon-haired boy turned to the cat with an annoyed expression. "Get off my case, furball!"

 _'A flying, blue cat that can talk? Not really sure if I've seen much weirder than that.'_ Ben thought.

"You really think we're gonna lose to a couple of kids and their cat?!" one of the hooded men mocked. "You must be dumber than the rumors make you out to be, boy."

With that, the pink-haired boy whipped his head back around to the hooded man who had just spoken up, his eyes filled with anger.

"WHAT'D YOU SAY?!" he yelled.

Humungousaur couldn't help but notice that when the pink-haired reacted angrily to the hooded man, the flames around his fist grew slightly larger and brighter.

"You jerks must be used to robbing from helpless travelers..." The blond girl then pulled a golden key off of her key ring. The key was odd, in that its blade was shaped like a battle axe. "...otherwise you'd know that threatening wizards is a stupid mistake! We get paid to bring you in whether you surrender or not, so why don't you just do yourselves a big favor and give up?!"

 _'Wizards...?'_ Ben blinked. _'What the...? Well, I guess that explains the whole fire-hand thing...'_

One of the thugs stepped out from the group and pointed at the trio angrily, holding his mace in his opposite hand. "Take 'em down!" he shouted.

With that one order, the shouting man and three more hooded goons began to charge the pink-haired boy. Not that he was concerned. In fact, if anything, he looked even more excited than before.

"Oh yeah!" the pyromaniac wizard exclaimed. "I'm all fired up now!"

Suddenly, the pink-haired boy leaped high into the air. Much farther than Humungousaur thought a human was capable of and wreathed both of his arms in intense flames.

 **"Fire Dragon...WING ATTACK!"** he shouted.

The boy then swung his arms in circles, each swing increases the intensity of the flames, and then swung both of his arms at the four charging thugs, causing the ground below them to erupt in a fiery conflagration and send them all flying with scorch marks all over their bodies.

Several more men began to charge the pink-haired boy as well, clearly not having learned from the fate of their now-charred comrades. The boy then took a firm stance on the ground and began to puff out his cheeks far more than any humans should.

 **"Fire...Dragon..."** The boy then places his hands over his mouth, akin to the way a trumpeter. **" _...ROOOAAARRR!_ "**

Suddenly, an enormous torrent of flames ripped out from the boy's mouth and toward the approaching bandits, sending a dozen more of the criminals flying as charred, semiconscious lumps.

Ben's eyes widened. _'Whoa... That was awesome!'_

Seeing their own numbers reduced by roughly a third of what they once were, most of the remaining thugs turned their attention to the blond girl, who responded only by thrusting her key forward.

"You're gonna regret running into _us_! There's a huge bounty on all of your heads, and we're gonna collect! **Open, Gate of the Golden Bull: _Taurus_** _!_ "

With a puff of smoke and the sound of a loud doorbell, a large, humanoid cow-man jumped out and into the fray. He was extremely buff, and had white skin with black splotches, just like a typical cow. He had black bull horns on his head, a golden nose ring, a golden cowbell hanging around his neck, and wore nothing other than a pair of black briefs and a large holster on his back, which held an incredibly large battle axe.

"MooooooOOOOOOOOOOOOOOOO!" Taurus exclaimed, flexing his muscles while doing so.

"Okay, Taurus! Time to kick some bandit butt!" the blonde wizard smiled.

Taurus grinned as his tightened his grip on his battle axe. "You got it, Miss Luuuuuucy!

Taurus then readies his battle axe as several men continue to charge both him and the blond girl, now known as Lucy.

"Okay, fellas! Give the lady's totally rockin' body some _ROOOOOOOM!_ " the cow-man shouted.

Taurus swung his axe horizontally at the ground below the incoming bandits, destroying the portion of the ground beneath them, and sending them all flying into the air and landing back on the ground, unconscious.

Lucy smiled as she held up her hand for a high-five. "Great work, Taurus!"

Taurus high-fived Lucy and grinned as he boasted, "Well, this ain't my first rodeo."

As Lucy and Taurus prepared to face off against more bandits, the pink-haired boy and the blue cat were doing the same. In fact, much to Humungousaur's surprise, the blue cat actually managed to knock out a bandit that was trying to sneak up on his pink-haired companion.

The fire wizard grinned and gave his cat friend a thumbs-up. "Way to go, lil' buddy!"

"Aye, sir!" the blue cat replied, smiling.

As the fight played out, Humungousaur couldn't help but be in awe of the situation. He had seen some pretty crazy things during his career as a hero, but never had he seen anything like this! A fire-breathing boy, a cow-man-summoning girl, and a flying blue cat fighting against a band of at least thirty deadly criminals all by themselves!

They kind of reminded Ben of himself in a way. They were fighting, but they seemed to be enjoying themselves at the same time. It went without saying that Ben was thoroughly enjoying the show. In fact, he was enjoying it so much that he almost missed something: a man, identical to his hooded comrades, wielding a dagger in his hand. Humungousaur's eyes went wide from shock when he realized that the man was steadily creeping up on the blond girl, Lucy. And what was worse, was that none of her companions noticed what was happening.

"Come on..." the Omnitrix wielder whispered. "Someone just turn around and see him...!"

Humungousaur's silent plead went unheard as everyone was busy fighting their own opponents. It would appear that the only option was for Ben to get involved. He was slightly reluctant at first, but now that someone's life was in danger, he couldn't sit on the sidelines and watch anymore.

"Well... I guess it's best to leave a good impression." He noted.

Humungousaur crouched low behind the bushes, and a second later, he leaped into the air, through the trees, and into the midst of the battle with a gigantic roar that shook the entire area and drew every last person's attention toward him, including the would-be assassin, which is exactly what the Vaxasaurian wanted. Humungousaur landed right next to the assassin and Lucy and grabbed the former in his massive hand.

The man struggled in the dinosaur-like alien's grip but to no avail. He then tried to stab the gigantic creature with his dagger, but the blade merely shattered against Humungousaur's tough, reptilian hide. Humungousaur simply lifted the man up close to his face, and let out another roar that shook the surrounding area, directly into the man's face. The combination of the deafening noise of Humungousaur's roar, and intense fear of being eaten alive by a giant lizard was more than enough to send the man into unconsciousness.

Humungousaur then turned to face the remaining bandits and took a stance similar to that of a pitcher on the mound about to throw a baseball. He then hurled the wannabe-assassin directly toward his comrades and took them all out at once, with all of them flying in various directions from the impact.

All of the bandits were now defeated and unconscious, much to Humungousaur's relief. However, there was still some present who weren't exactly as relieved as Ben was about this current situation. Lucy, Taurus, the pink-haired young man, and their blue feline companion were still cautiously wide-eyed as they all stared up at the reptilian beast in front of them. None of them had ever seen anything like a Vaxasaurian before, clearly.

The brown-skinned dinosaur simply placed his hands in his hips and let out a sigh, with the minor motion being enough to trigger a flinch reaction from the group of wizards.

Taurus readied his axe. "Listen here, ugly! Make one more moooove and-"

"Relax, cow-man." Ben interrupted. "No need to get your udder in a twist..."

The group of wizards, save for Taurus, all jumped when Humungousaur spoke. It would appear they weren't expecting that.

"That thing can _talk_?!" Lucy screeched.

Humungousaur looked at Lucy for a moment, slightly confused as to why she would ask such a question, but it didn't take long for him to remember that he was in another universe. Of course they wouldn't be used to a giant dinosaur-like creature walking up and talking to them. Then again, if there were talking monkeys in this world, and talking cats, you'd think they wouldn't find it all that surprising.

The blue cat shook his paw angrily at the Vaxasaurian. "Hey! I'm the only talkin' animal around here! You tryin' to copy me?!"

"Uhhh..." Humungousaur tilted his head, confused.

Lucy turned to the blue cat and cried, "Shut up yah stupid cat!" She then turned back to Ben. "Okay, big guy, just who are you?! You better have an answer or I'll have Taurus take you out to pasture!"

Taurus nodded and folded his arms over his chest. "Mooooo..."

"Relax. I was just helping you guys out." Humungousaur then points to the unconscious man that had attempted to assassinate Lucy, leading the others to follow his finger. "That guy..." he pointed back to Lucy, "…was about to stab _you_ in the back."

Lucy jumped slightly as her eyes widened in shock. Still retaining her surprised mien, she thought about it for a moment. If this lizard-man was telling the truth, then it did make sense that it had landed right next to her and grabbed a bandit that was behind her, beneath her notice.

"Oh..." Lucy said sheepishly.

Taurus turned to Ben and asked, "...Is that truuuue...?"

Humungousaur nodded. "Yeah, it is."

Taurus's expression grew slightly downcast upon hearing that, though Humungousaur couldn't place his finger on why. He'd have thought everyone would be happy he'd saved their friend.

Lucy turned to the cow-man. "It's okay, Taurus. I know you did the best you could. Why don't you go take a load off for a while, okay? Will that make you feel better?" She suggested.

"Well... You know what _might_ make me feel better..." Taurus implied.

"What's that?" Lucy cocked her head, bemused.

Before anyone could say anything, Lucy's eyes widened in revelation and quickly narrowed in annoyance.

"NO WAY, YA BIG PERV!" the blonde-haired girl shrieked.

Taurus clasped his hands together. "Oh, come on, Miss Lucy! Not even a _smooooooch_?"

"How many times do I have to say 'no'?! NOW GO HOME!"

With that, Lucy waved the golden key she had used to summon Taurus, and in another puff of smoke, and a faint flash of white light, the humanoid cow disappeared, wagging his tail with hearts in his eyes all the while.

Humungousaur's eye was twitching from the sheer absurdity of what he had just seen. He didn't even want to think about it, so instead, he shook it off and once again focused on the matter at hand.

The pink-haired young man and blue cat both looked relieved upon hearing that this new reptilian creature they had stumbled across was apparently friendly, and not only that, but it had just saved one of their friends from certain death!

"Phew! That's a relief." He grinned widely. "Thanks a million, big guy! Lucy's one of our friends, and you just saved her life! That means you're alright by me!" He turned to the blue cat. "Ain't that right, Happy?"

Happy raised his paw and smiled. "Aye!" he chimed.

The pink-haired boy pointed to himself. "My name's Natsu! I'm what you'd call a Dragon Slayer! What's _your_ name?"

"Well...it kinda depends." He gestured to himself. "This is Humungousaur..."

Humungousaur then reached up to the Omnitrix dial on his chest and tapped it. The resulting green flash forced the trio of wizards to shield their eyes, and when they uncovered them their jaws dropped halfway to the ground from what they saw. A young man, wearing dark blue jeans, a black t-shirt, and a green jacket with the number ten emblazoned in white inside a black circle on the left pectoral, with a white, vertical stripe crossing under it. It also had two horizontal white stripes on the right sleeve.

"But, my real name is Ben. Ben Tennyson." He smiled.

Ben could only lightly chuckle to himself at the expressions of the three wizards in front of him. He wasn't used to this kind of reaction anymore. In his world, everyone knew who he was and what he could do. Obviously, that was not the case here. Ben took a look around at their surroundings a little, but he was still just as lost as before. He then turned to the trio, a small, slightly nervous smile on his face. These three seemed friendly enough now that they knew Humungousaur was only helping them. Now was as good a time as any for Ben to ask them the question that had been on his mind since he arrived here...

"So..." he rubbed his neck sheepishly. "I don't suppose any of you could tell me where I am exactly?"


	2. Not in Bellwood II

Ultimate Fairy

Chapter 2: Not in Bellwood Anymore

Part II

…

Ben could only lightly chuckle to himself at the expressions of the three wizards in front of him. He wasn't used to this kind of reaction anymore. In his world, everyone knew who he was and what he could do. Obviously, that was not the case here.

The teen hero took a look around at their surroundings, but he was still just as lost as before. He then turned to the trio, a small, slightly nervous smile on his face. These three seemed hospitable enough now that they knew Humungousaur was only helping them. Now was as good a time as any to ask them the question that had been on Ben's mind since he arrived in this alternate universe.

"So..." Ben rubbed his neck sheepishly, "I don't suppose any of you could tell me where I am exactly?"

The trio of wizards was astounded by what they had just seen. They had assumed that the giant lizard-man was attacking because a large gathering of humans had invaded its territory. They never expected it to speak to them, let alone for it to suddenly transform into a young human man.

Lucy was the first person to shake off her initial shock, albeit not entirely, and proceeded to answer Ben's question. After all, it was the least she could do.

"Uhhh, you're in the forest just outside of Oshibana." She answered. "Why?"

Ben simply looked at Lucy confusedly, her statement having done nothing for him.

"Oshibana. You know, near Clover and Onibus."

Once again, Lucy's statement had left Ben even more confused than before.

"The Kingdom of Fiore?" Lucy said.

Ben merely shrugged. He'd never heard of any of those places before and wasn't about to pretend that he had.

"Seriously?" Lucy said, shocked.

"If you've never heard of Oshibana, then what are you doing so close by?" asked Happy.

Ben thought to himself for a moment. He thought it best not to tell them he was from another universe. It might just confuse the situation even further, and besides, he got the feeling that these people wouldn't believe him if he did anyway.

"Well, let's just say I'm kinda lost," Ben replied. "I found myself in these woods, got attacked by a big green monkey, and eventually-"

"Big green monkey…?" Natsu interrupted as his eyes widened. "It didn't have pink hearts on its arms, did it?"

The Omnitrix bearer turned to the Dragon Slayer and answered, "Actually, yeah, it did."

Natsu huffed and crossed his arms. "Man, I hate those things. Always walkin' around like they own the place..."

"You can say that again." agreed Ben.

"Wait, so you don't have any idea where you are?" Lucy inquired.

"Don't you know where your home is?" Happy wondered.

"Well, as strange as it sounds...I actually don't." Ben responded.

"Do you at least know how you ended up here?" Natsu questioned.

Ben shifted his eyes awkwardly. He knew how he got to this world, but he still wanted to avoid telling these people he was from another universe unless it was necessary to tell them. He placed his hand on the top of his head, trying to think of what to say, until…

"Well, if you can't find your home, maybe you should come back to our guild with us!" Natsu suggested with a wide, toothy grin.

Ben could only blink at Natsu's statement. What was he talking about?

"Umm… 'guild'?" Ben repeated.

Lucy turned to Natsu with a slightly curious expression. "Natsu, are you sure it's okay to just invite random strangers to the guild without the Master's permission?"

The pink-haired wizard carelessly put his hands behind his head. "Oh, come on, lighten up! I'm sure Gramps will be cool with it. He did just help us, after all."

"That's true," Lucy admitted.

"You sure that's okay, Natsu?" Happy asked.

"Sure it is!" Natsu exclaimed. "All we gotta do is just explain what happened, and we're done! Good ol' Ben here has a place to crash!" he then turned to Ben. "So, what do ya say?"

Ben was taken aback slightly by Natsu's near-immediate hospitality. He didn't really know what to say.

"Well, I uh..." Ben trailed off.

"You don't have to if you don't want to..." mentioned Lucy.

"But you totally should!" Natsu urged. "You said you don't know where your home is, right?"

"Yeah, I did..."

Ben shifted his gaze from the group to the ground yet again. He didn't really know what to say or think at the moment. Things were happening pretty fast. He'd just met these people and they were already offering him a place to stay? Needless to say, he was grateful for their offer, but should he accept it?

Ben took another good look at the trio before him. Natsu had a wide, toothy grin on his face, while Happy and Lucy had smiles on their faces. These three were certainly strange, that much was certain, but they were so friendly and welcoming to him almost immediately. It was clear that they wanted to repay him for assisting them, and for saving Lucy's life, so Ben was left with only one option.

"So? You wanna come with us?" Natsu asked again.

Ben hesitated for a moment. "Yeah, sure," he answered. "Why not? It's not like I got anywhere better to go."

The Dragon Slayer grinned. "Then what're we standin' around here for?!" he pumped his fist. "Let's get movin'!"

"Aye, sir!" Happy chimed.

With that, Natsu turned on his heel and began walking in a random direction with Happy flying right behind him, the two of them seemingly prepared to exit the forest. However, before the two of them could take more than five steps, Lucy had grabbed the pink-haired pyro and flying blue feline by their scarf and knapsack respectively, preventing them from continuing onward.

"Did you two dunderheads already forget that we have a job to finish?!" screamed Lucy.

Natsu grinned sheepishly. "Hehe...yeah, my bad. Forgot about that."

Lucy then released Natsu and Happy, and the trio turned to face the pile of unconscious bandits, with Ben following their gaze.

Ben turned to Lucy and asked, "So, you were hired to take care of these lowlifes?"

"Yup!" Lucy smiled proudly. "The job request came from one of the guards at Oshibana Station. He had a suspicion that these thugs might've been hiding out in the forest near town for a few months, but since the town doesn't have many wizards, and he couldn't prove it to any of his superiors, he called for help from wizards all over. We just happened to be the ones who struck gold and found 'em!"

"Yeah," Natsu folded his arms over his chest, "but now we have to drag 'em all back to the station where the guard is. How do you suggest we do that?"

Lucy's excited mien quickly shifted to one of thought, and then to one of disappointment as she realized Natsu was right. It was then that an idea entered Ben's mind. He turned to the three wizards, a hint of a smirk on his face.

"If you want, I can help you with that." Ben offered.

Lucy's eyes widen as she turned to Ben. "What? Oh no, we couldn't ask you to do that."

Ben waved dismissively. "It's no problem at all. You guys are offering me a place to stay, after all. The least I could do is help out a little more."

"Well, if you say so..." Lucy conceded.

"Well, I got no problem with it!" Natsu grinned excitedly. "I wanna see yah turn into that big lizard guy again! He was so cool!"

Ben chuckled. "Sorry, man, but I actually had someone else in mind."

Ben proceeded to lift up his left sleeve and activate the Omnitrix. The attention of the wizard trio was caught by the small device on Ben's wrist. They'd clearly never seen anything quite like it before either. Once Ben had found the alien he wanted, he tapped the faceplate and slammed down the core.

After the ensuing green flash, the wizards opened their eyes to see something most bizarre, or at least by their standards anyway. It was a large, orange-brownish, crab-like being. It had an unusually large head, with its white teeth being perpetually exposed. It had pincers for hands and six legs. It wore a black and silver belt around its torso, with a black and green hourglass-like symbol attached to its center.

"Brainstorm!" He yelled in a British accent.

The trio was once again flabbergasted by Ben's sudden transformation. It wasn't too unlike what they've seen before. However, the two things Ben had become thus far were unlike anything they'd ever seen. What were these creatures? First, it was a giant dinosaur-man, and now a big-headed crab? And the crab's mouth didn't move when it yelled either, which was particularly strange. How did it even speak?

Happy smiled widely, a thin line of drool falling from his mouth. "Oh, wow! A giant crab! He's just like the one you have, Lucy!"

Lucy turned to the blue cat, annoyed. "Cancer looks nothing like that, yah fleabag!"

Brainstorm crawled over to the pile of bandits and observed them astutely for a moment.

"Hmmm... It will certainly require a significant amount of concentration in order to deliver these reprobates unto the proper authorities. I'll need just a moment if you'd be so kind..."

Suddenly, the two cranial plates on top of Brainstorm's head opened, exposing his extraordinarily large, pink brain, causing Natsu, Lucy, and Happy to turn slightly green from moderate disgust.

Before anyone could comment on how gross it was, without warning, and much to the wizards' surprise, a large web of electricity sprang forth from the Cerebrocrustacean's brain and wrapped up the entire group of bandits. Brainstorm then let out a slight grunt of discomfort as he used his lightning net to lift the criminals into the air above his massive head.

"Wait a second, so he's a crab with...lightning powers?" Natsu said, confused.

"How does that even work?" added Lucy.

"I could explain...but...exerting this much concentration to my electrokinesis...is far more taxing than I feel any of you realize." Brainstorm explained; his voice slightly strained.

Brainstorm struggled to stand upright on his six, insectoid legs and faced the wizards behind him.

"Now, let us make haste. If you'd kindly escort this Cerebrocrustacean to wherever it is these hooligans belong."

The blonde wizard's eyes widened slightly. "Oh!" she pointed to the forest. "The station is this way."

"Follow us, Mr. Crab Man!" Happy said excitedly.

And with that, the group was off, with Lucy in the lead, and Happy, Natsu, and Brainstorm in the back. After several minutes of walking, the group finally arrived at the edge of the forest and could see hints of Oshibana Station off in the distance through a clearing in the trees, behind several buildings. Thankfully the station was a rather tall building; probably the tallest in the city. By the end of their walk, Brainstorm was pretty exhausted.

'Finally... I was beginning to think I'd never see the end of this insufferable woodwork.' Brainstorm thought.

Lucy pointed through the clearing. "Oshibana is just up ahead! Reward money, here we come!"

Just then, before they could continue their trip to the station, Brainstorm placed the unconscious bandits on the grass and released them from his web of electricity, much to his new friends' confusion.

"Hey, man. Why are you droppin' 'em off here?" Natsu demanded. "The town's right over there!"

Without answering, Brainstorm tapped the Omnitrix dial on his belt and in another green flash, returned to his human form, placing his hand on his head in moderate discomfort.

"Are you okay?" Lucy asked, concerned.

"Yeah...I'll be fine." Ben groaned. "If I use too much of Brainstorm's lightning, it gives me a serious headache."

"Then we should've just kept walking and toughed through it!" Natsu inputted. "It's not even that far!"

The jacket-wearing teen glanced at Natsu, and questioned, "Well tell me this, have any of you ever seen a giant crab with lightning shooting out from its brain before today?"

The trio simply blinked, looked at each other, turned back to Ben and shook their heads.

"Thought so." He replied. "And if that's the case, then I doubt those guards that are waiting for these guys won't have either. Sorry, but I really don't feel like getting attacked again right now."

"Then what should we do?" Happy asked.

"Happy," Lucy turned to the blue, flying cat, "do you think you could go get the guards for us? I don't think they'll mind walking a little to round up a gang of criminals."

Happy nodded and gave a salute. "Aye, sir!"

Happy then flew off into the city, leaving Ben, Lucy, and Natsu to look after the still-unconscious gang of bandits. After several minutes of waiting, Happy returned to the forest with a large squad of guards from Oshibana Station. All of them were more than happy to take the criminals away and were equally pleased that they didn't have to do any of the fighting themselves.

Unfortunately, their client was not among the guards that had come to rally up the bandits. One of them informed the wizards and superhero that the one who submitted the job request was still at Oshibana Station, so they'd need to go there to claim their reward. Not that it bothered them, as they needed to head there anyway to get back home via the train.

After walking short ways through the bustling town of Oshibana, they had reached the train station. Along the way, Ben had noticed that the town wasn't anywhere near as high-tech as the cities that he was used to seeing in his own universe. There didn't appear to be any paved roadways, simply walkways with dozens of people around every turn.

Eventually, they had reached the station at the center of town. It was a very large building, brown, brick arches, and green-tiled roofing, as well as two tower-like structures on either side of it. The railway extended from inside the building to either direction outside, and off into the distance both ways.

Once they had gotten inside, the client, who had been notified by one of his coworkers that his request had been successfully completed by a group of wizards, was waiting for them, money in hand. After thanking the group and handing Lucy their reward, the four then went to one of the many benches that were lined up along the edge of the train tracks. Ben took a good look around, and it was certainly an impressive building.

"Can you believe it?!" Lucy yelled excitedly. "There was actually a bonus if nothing got destroyed!"

"Is that something that happens often or something?" Ben wondered, bewildered.

Lucy slouched her head and shoulders, and mumbled, "You have no idea..."

"Good thing we weren't in the town when we fought 'em." Happy pointed out. "Otherwise, Natsu might've destroyed the railroad again."

"Hey, man! That wasn't my fault and you know it!" Natsu retorted, annoyed. He then crossed his arms. "If you want someone to blame, blame that dress-wearin' windbag, why don't yah..."

Ben cocked his head slightly in confusion, unaware as to what Happy and Natsu were talking about.

"'Dress-wearing windbag'?" echoed Ben.

"It's a long story..." Lucy simply stated. It didn't take more than a couple of seconds for Lucy's downcast expression to change back to one of excitement once again. "Anyway, I'm gonna go pay for our train tickets with some of the money we just earned! Be right back!"

With that, Lucy skipped off happily toward the ticket booth, which was against the wall behind the group. As she did that, Ben noticed Natsu slump in his seat on the bench, looking grumpier than ever.

"Great..." Natsu grumbled.

"Something wrong, dude?" Ben asked.

"Natsu and vehicles don't mix very well." Happy explained. "He gets super motion sick."

Ben's eyes widened slightly from that bit of information. A boy who could summon fire from his hands and mouth got motion sickness? That was certainly odd.

"Motion sickness?" Ben repeated. "How bad are we talking?"

"Really bad. You'll see."

Before Ben could say anything in response, the sound of a piercing whistle rang throughout the station, and a moment later, the train had arrived. Once Lucy had rejoined her friends, all four of them boarded the train.

They spent a moment looking for a compartment, but it didn't take long to find one. Once they did, they piled into it, with Ben and Lucy sitting on one side, and Natsu and Happy on the other. People were still boarding, so the train hadn't started moving just yet. Nevertheless, Natsu still looked anxious over in his corner of the compartment.

Ben turned to the blonde girl next to him. "So, you guys said you're taking me to your 'guild' or something, right?"

"Yup!" Lucy smiled. "We're wizards from the Fairy Tail guild." She then began to squeal girlishly, "And ours is the greatest guild ever!" she giggled giddily to herself.

Ben cocked a brow at Lucy in confusion. Whatever she was referring to had her excited, clearly, but that didn't do anything for Ben's understanding.

"'Fairy Tail'? What is that?" the teen hero asked.

Lucy's giddy giggling came to a screeching halt when Ben had asked that. She turned to him with her jaw agape, obviously shocked by what he had just asked.

"Are you serious?!" She cried. "You've never heard of Fairy Tail?!"

Ben could only shake his head in response, further shocking the blond wizard sitting next to him.

"They're only the most famous wizard guild in all of Fiore! They've done countless interviews in Sorcerer Weekly Magazine, and-"

"What do you mean, 'they'?" Natsu interrupted. "You're a member now too, or did you forge-"

Before Natsu could even finish his inquiry, the train finally began to move. The look on Natsu's face grew more and more apprehensive by the second, much to Ben's confusion.

"Hey, man, you okay over there?" Ben asked.

Suddenly, Natsu began sweating from practically every pore on his face, somewhat startling Ben. Lucy and Happy, however, didn't look all that fazed by their pyrokinetic friend's predicament.

Ben was about to step out of the compartment to request help, but before he could even stand up, Natsu's cheeks puffed out while his face turned a sickly purple color.

"I am...so sick..." his barf face intensified as he covered his mouth.

"SERIOUSLY?! WE JUST STARTED MOVING!" shouted Ben.

Happy shrugged. "That's Natsu for yah."

"You weren't kidding! That was practically instantaneous!" He turned to Lucy, "Is he always like this?"

Lucy sighed. "Whenever he's on a vehicle, yeah..."

"Don't worry about it. He'll be fine." Happy dismissed.

Natsu looked to Happy, weakly. "How could you abandon me?!" He covered his mouth again.

Ben simply looked back to Natsu, still somewhat shocked by how quickly his motion sickness had kicked in. However, it didn't take long for him to shake it off and regain his position in his seat. He then turned to Lucy, another question entering his mind.

"Hey, let me ask you something," Ben said.

"What's up?"

"You talk about these guild things so much, but what exactly are they?" the superhero questioned.

Both Lucy and Happy looked at Ben incredulously. Natsu likely would have as well, were he not currently depositing his lunch out the window of the train.

"You can't be serious. First Oshibana, then Fairy Tail, and now guilds in general?" Lucy said in disbelief.

"Yeah, it's super weird." Happy commented. "Shouldn't you know this stuff? I mean, you're a wizard too, after all."

That statement was a bit surprising for Ben, to say the least. Throughout his hero tenure, he had been called a wide variety of things; monster, circus-freak, superhero, and menace, to name a minor few. However, never had he been called a wizard before. He couldn't even use magic back in his own universe, let alone whatever crazy world this was.

"Well... I, uhhh..." he scratched his head sheepishly. "The thing is...I don't really use magic, exactly."

Lucy and Happy both jumped a little in shock from Ben's statement, while Natsu was slouching down in his seat, still trembling from his crippling motion sickness.

"What?! How is that even possible?!" Lucy demanded. "It has to be magic! The only people I know that can turn into creatures like the ones you used are Take-Over wizards!"

"Yeah! If you don't use magic, then how'd you do all that crazy stuff with the lizard-man and the lightning-crab?!" Happy wondered, sharing the same shock as the blonde wizard.

Ben was slightly taken aback by their reactions to his response. Though, it was only natural, really. This world has its own history and common knowledge, none of which Ben was familiar with, being from another world entirely. Still, he didn't really know what to reply with. He could tell them the truth, but what were the odds that they'd believe him? They were already having a hard enough time believing he didn't use magic!

Ben stood up from his seat, much to Lucy and Happy's confusion, and took a look outside the train compartment. He looked down the aisle both ways, to see if anyone might be eavesdropping on them, and although that didn't appear to be the case, he decided to play it safe for now and reclaimed his seat next to Lucy.

"Maybe we should wait until later to talk about this," Ben advised. "Y'know, when there aren't so many people around?"

Lucy and Happy merely looked at each other, then back to Ben, and nodded. They didn't know why Ben was being so secretive, or why he was claiming he didn't use magic, but they decided to leave the subject alone for now per his request.

With that, Ben leaned back in his seat, relieved that they were willing to wait.

"Thanks. And sorry, I know you guys are curious. Tell you what, if I promise to tell you about it, do you think you guys could tell me about the magic you guys used back there? I've never seen anything like it before."

Happy and Lucy quickly leaned in close to each other and began to whisper amongst themselves.

"Are you sure we should tell him? He said he doesn't use magic, but what if he's lying?" Happy whispered, but not very subtly.

"I can hear you, you know." Ben deadpanned.

Ignoring Ben's comment completely, Lucy and Happy continue to whisper.

"Let's give him a chance. He helped us out twice today, after all. What could it hurt?" Lucy replied.

A few seconds later, Lucy returned her attention to Ben, resuming her previously upbeat demeanor.

"Well, I guess that's understandable. There aren't too many people who use my kind of magic out there." She smiled. "I'm what's called a Celestial Wizard. I can use my Gate Keys to summon Celestial Spirits that I've made contracts with."

"Celestial Spirits?" Ben repeated. "You mean like that Taurus guy?"

"Yup! He's one of the Zodiac Spirits. There are only twelve of them, so their keys are pretty hard to come by. Their keys are gold, but there are also silver keys too. Silver Gate Keys are a lot more common, and you can even find them in magic shops. Here, I'll show you one..."

Lucy stood up from her seat and reached for her key ring. From it, she pulled off a silver key. The key's blade was shaped like a small paw, oddly enough. She thrust the key forward, just as she did with Taurus's back in the forest.

"Open, Gate of the Little Dog: Nikola!"

With a puff of smoke and another loud doorbell, a small orb of light appeared. Shortly after appearing, the orb began to shift, and in another couple of seconds, the light dispersed, revealing a small, white creature with beady eyes, a round head, and a nose that looked almost like a carrot. Overall, it somewhat resembled a snowman with skinny arms and legs. For some odd reason, it was constantly shivering, even though it was fairly warm inside the train.

Ben stared at the shivering creature for a moment, blinked a few times, and turned to Lucy with a blank expression. "I think you got a dud."

"DUMMY, HE'S SUPPOSED TO LOOK LIKE THAT!" Lucy yelled.

The Celestial wizard quickly reached down and picked up the strange, white creature, and began to snuggle it intensely, though the creature seemed to retain its original expression as she did so.

"You're not a dud, are you, Plue?" She said in a puppy-dog voice. "You're the most adorable spirit ever, aren't you? Yes, you are!"

"'Plue'? What kind of a name is that? Didn't you say it was called 'Nikola' or something?" Ben inquired.

Lucy stopped snuggling Plue and turned to Ben. "Nikola is the species, yeah, but I named this one Plue!"

"Oh, I see..."

Ben then turned to Natsu, who was currently shivering just as much as Plue was as he slouched so far down in his seat he looked like he was about to fall onto the floor. It was then that Ben had yet another question.

"How about Natsu? I remember him saying he was something called a 'Dragon Slayer', right? I'm assuming that means he's slain a dragon?"

Hearing his pink-headed friend's name mentioned, Happy suddenly tuned in, apparently having not been paying attention during Lucy's explanation of her own magic to Ben.

"Oh no; even though Dragon Slayer Magic was created to fight dragons, Natsu's never used it on one." Happy clarified. "Actually, it was a dragon that taught it to him in the first place."

Ben was surprised to hear that. Natsu had been taught how to use his magic by a dragon? Somehow, Ben got the feeling that dragons in this universe were nothing like the dragons of his universe.

"So wait, a dragon taught him how to use magic that was meant to kill its own kind? Why would it do that?" Ben pondered.

Happy shrugged. "I dunno. I just know that the only way for a human to learn Dragon Slayer Magic is to be taught by one. Natsu was raised by a Fire Dragon named Igneel. He's the one who taught it to him."

Ben's eyes went wide when Happy said that. He had only been in this world for less than a few hours, and he had already been dumbfounded several times, but this was by far the craziest revelation yet. A human being raised by an actual dragon? Surely it couldn't get any weirder than that...

"He was actually raised by a dragon? Seriously?"

Happy simply nodded in response. Ben stared at the Dragon Slayer in question for a moment, wide-eyed, until he turned back to Happy.

"So...what happened to this dragon? To Igneel, I mean." Ben asked.

The blue cat shook his head. "Nobody knows. Seven years ago, Igneel just disappeared. Didn't even tell Natsu where he was going. No one's seen a dragon since, but even so, Natsu's been looking all over for Igneel since that day, always chasing rumors of dragon sightings whenever he can."

A moment of silence passed in the train compartment. Ben took another look at Natsu, who was still just as motion sick as ever. Despite how crazy it was that the pink-haired wizard was brought up by a dragon, Ben couldn't help but feel sympathy for him. Having the only parent you've ever known just up and disappear one day must be extremely hard, especially at a young age. And it sounds like he's pretty desperate to find him too. Even so, had Happy not just explained all this to him, he'd have likely never noticed that desperation simply by interacting with Natsu. Back in the forest, he seemed to be full of energy and life.

The rest of the train ride was rather uneventful, but it did allow them enough time for Ben to get a grasp on what a guild was. Lucy explained that a wizard guild was essentially a place for wizards to find work, which usually involved helping others in some way. They also gave those wizards a place to call home, and people to call family. To Ben, it sounded like a great idea, though he did feel a tad jealous that these wizards basically did the exact same kind of work that he did, only they got paid for it.

Happy went on to explain how all of the magic guilds are run by their respective guild masters, who all report to what's called the Magic Council, a government of sorts for the magical world. The various guild masters are responsible for any mischief or destruction the members of their guild may cause, which usually results in a lot of paperwork.

Lucy also explained that wizards can team up and form smaller groups within the guild to take on more difficult jobs together, with each receiving a fraction of the reward. She went on to inform him that she, Happy, and Natsu, were all part of a team, along with two others, and that this team was regarded by some as the strongest team in Fairy Tail.

As a way of saying thanks to the two wizards for explaining so much to him, Ben decided to tell them small bits of information about himself. He mostly told them about some of the powers his various transformations had. He did, however, decide against telling them that his forms were actually aliens. He wasn't even sure if they would know what that meant, and he really didn't want to get into any details while on the train. Regardless, what he did tell them was enough to leave their jaws hanging down to the floor.

While Ben didn't know just how powerful these wizards were, judging from their reactions, he apparently had a lot more variety than most. In this world, unlike in Ben's, there were dozens of different types of magic, but even so, wizards typically only practiced one, though they could learn a few spells here and there that were outside of their specialties.

Boy, was the rest of Fairy Tail in for a surprise today...

...

After a few hours on the train, and Natsu periodically chucking his innards out the window, the group had arrived in the bustling town of Magnolia, home of the famous Fairy Tail guild. The group rose from their seats in the compartment and made their way off of the train. As soon as Natsu set foot on the ground, he seemed to almost immediately recover from his motion sickness, much to Ben's surprise.

'I guess it wears off just as quick as it kicks in...' mused Ben.

The Omnitrix bearer was even further surprised when Natsu raised his fists in the air and exhaled a plume of fire from his mouth.

"I'M ALIVE AGAIN!" Natsu shouted exuberantly.

"Well, someone's excited..." Ben mumbled.

It didn't take long for Lucy to slap Natsu upside the back of his head, thus bringing his celebratory flame-spouting to an end.

"Not here, Natsu!" the blonde yelled. "You'll burn down the station or something! And we are not spending any more of our reward money paying for damages!"

With that, the group set off and exited the station. Upon entering the town itself, Ben was immediately surprised at how far the buildings went on. The three Fairy Tail wizards didn't give Ben a tour, per se, but they did point out various shops and other establishments as they walked through the massive town.

As they walked, Ben couldn't help but think to himself how the town bore a resemblance to Oshibana in a way. Both towns resembled ones that might have existed in Ben's world several decades ago, but even so, they still had a somewhat new, fresh air about them. It would appear that this world wasn't as technologically advanced as Ben's, judging from what he'd seen of it thus far.

Eventually, the group came upon the large cathedral in the center of town, which Lucy had informed Ben was called Kardia Cathedral. It was massive or at least compared to the buildings surrounding it. Ben was certainly impressed by the scale of it, as well as its overall design. He'd seen many grander buildings in his own universe, but given the nature of this world's architecture, it was certainly worthy of praise.

After the brief stop, the wizards led Ben down the street behind the cathedral, and across a bridge overhanging a river that ran throughout Magnolia. They had even seen people in small boats rowing under the bridge as they passed, with one of them calling out to Lucy, telling her to be careful and not to fall in.

After a few minutes of walking through the somewhat crowded street, they eventually came upon the Fairy Tail guild hall. The building sat close to the edge of a cliff overlooking a large lake, known as Lake Scilliora. It was fairly tall, though not as tall as Kardia Cathedral, and strongly resembled a pagoda. It had white walls, and a large, decorated, red door, as well as two red, pentagonal windows on either side of it. Above the door was a wooden sign that read "Fairy Tail" in big, blue letters, while the sign itself had gold trim, as well as two symmetrical, fairy-like silhouettes, both of which had tails, fittingly enough. On the highest level of the pagoda, there were three flags. The one of the left was green and had a symbol that Ben didn't recognize, and the same went for the one on the right, which was blue. The center flag was orange and had a white symbol on it that looked similar to the two gold, fairy-like figures on the building's sign. It was then that Ben noticed something; that symbol that was on the orange flag, was also on Natsu's right shoulder, in red, and the back of Lucy's right hand, in pink. Had these people gotten tattooed or something?

Ben was so caught up in the architecture of the building that he didn't notice Natsu, Lucy, and Happy beginning to make their way inside. Following quickly behind them, Ben entered the guild hall alongside them and was certainly surprised by what he saw. Almost immediately, he was deafened by the noise that was ensuing within the building. It looked more like a beer hall in Ben's eyes and was filled with dozens of people laughing, shouting, and drinking. It appeared like everyone present was having a great time.

"WE MADE IT BACK ALIVE!" Natsu exclaimed.

Ben simply turned to Natsu and blinked, taken aback by his loud and abrupt declaration. Despite that, a few people turned to see him, waved, and resumed whatever it was they were doing.

Suddenly, the group heard a sweet-sounding, feminine voice calling out to them.

"Welcome back, you three! I hope the job went well."

Ben turned to see who was speaking, to see that it was a young girl with flowing, white hair, with the bans pinned up above her forehead. She was a little on the short side, though not by much. She wore a red, sleeveless dress, and had impressive...assets. However, Ben chose to be a gentleman and focus on her face, which was also noticeably pretty.

Natsu placed his hands behind his head and grinned widely. "You bet it did! Went off without a hitch!"

"Aye!" Happy added while raising up his paw.

"Well, that's certainly good news!" the white-haired girl smiled.

"Yeah, unless you call almost getting killed 'without a hitch'..." deadpanned Lucy.

The white-haired girl turned to Lucy, surprised. "Goodness me, that doesn't sound good at all. What happened?"

"Oh, you know...the usual," Lucy replied.

"Well, it looks like you made it back home safe and sound."

It was then that the white-haired beauty turned her attention to Ben, who had been standing off to the side, slightly behind the group.

"And who might this be?" the white-haired girl asked.

Natsu placed his arm over Ben's shoulder and smirked.

"This is Ben!" the Dragon Slayer introduced. "We found him while we were out on our job!"

"I'm pretty sure I found you." Ben corrected.

Natsu removed his arm from Ben. "Yeah, yeah, whatever. Details, man. Anyway, he helped us out with the job, but then he said he doesn't have anywhere to go. Says he doesn't know where his home is."

"Oh dear, I'm sorry to hear that." the white-haired beauty said honestly, and then smiled. "Well, I do hope you can find your way home soon." She paused to extend her hand. "My name's Mirajane. It's nice to meet you, Ben!"

Ben could only smile in light of this girl's cheerful attitude as he shook her hand. She was genuinely nice!

"Likewise," Ben smiled.

It was then that Lucy's eyes widened slightly, remembering why they had brought Ben with them in the first place.

"Oh! Hey, Mira, do you know where the Master is right now?" Lucy inquired.

Mirajane turned to Lucy, and replied, "Oh, he should be here soon. He's out doing some paperwork for the Magic Council."

"Oh, okay..."

Lucy then shifted her gaze out into the crowd of people in the guild hall and seemingly spotted someone in particular.

"Hey, there's Gray!" the Celestial wizard turned to Ben. "Oh, Ben, Gray is one of the other members of our team that we told you about on the train."

Lucy then waved to the person she had spotted across the room, with that person seeing her, standing from his table, and walking over to the group. When he arrived, Ben had a better look at him. He was a young man, likely not much older than Natsu, with spiky, onyx hair. He wore black pants and a long, white coat with blue trim.

Gray placed his hands in his pockets. "Hey, Lucy. Glad you guys made it back. How'd the job go with only flame-for-brains here as company?"

"It went about as well as you'd expect. Had some hiccups, but everything worked out in the end. Uh...Gray…where are your clothes?" Lucy groaned.

Sure enough, save for a pair of boxers, Gray had stripped off all of his clothes and left them in a pile on the floor. He gave Lucy a confused expression before looking down at himself, realizing she was right.

"CRAP!" the raven-haired wizard panicked.

As Gray scrambled for his clothes, Ben couldn't help but be confused, impressed, and slightly creeped out all at the same time by what the onyx-haired teen had just accomplished.

'How did he do that so fast? And how did he not realize he was doing it...?' Ben wondered.

Just then, another unknown voice began to speak from the jacket-wearing teen's right.

"Yup. That's Gray for yah."

Ben turned to whoever was speaking, to see a woman with long, slightly-curly brunette hair. She was wearing a pair of brown, knee-length pants held up by a pink belt, and a cyan-colored bikini top. She also had a dark blue armband on either of her upper arms, near her shoulders. She had that same marking that Natsu and Lucy had on the left side of her stomach. Was that something everyone in the guild had?

Ben pointed to Gray, and asked, "Does he do that regularly or something?"

"Pretty much." The brunette woman shrugged. "Can't call it a day without him strippin' down to his skivvies."

"It sounds like he has a problem then," Ben stated.

"Ah, you get used to it. By the way, the name's Cana Alberona. Nice to meet ya."

"Same here. I'm Ben Tennyson, and-"

Before Ben could even finish his introduction, Cana whipped out a considerably large barrel, which was about half her height, hefted it up, and started chugging away. Ben could only assume it was filled with alcohol.

The Omnitrix bearer simply slumped his shoulders as he watched Cana down an entire barrel of beer, thinking to himself all the while.

'There's a good chance that just about everyone in this place is crazy.' Ben inwardly said.

Some people around the guild hall seemed to notice the new arrival to the building and decided to satiate their curiosity by getting a closer look. One of them was a tall brute of a man with spiky, white hair and tan skin, wearing a dark blue jacket, which was held closed by a line of large buttons, with the collar pointing upwards. He had a scar running down his face from his right eye, across his right cheek. The man stomped up to Ben, with the latter having to practically look straight up to see the former's face.

"So, this little dude helped you out?" the white-haired behemoth said. "Doesn't look like much of a man to me."

Before Ben could think of a response, Mirajane walked over to the two of them, still wearing her cheerful smile. "Ben, this is my younger brother, Elfman." Mira turned to her brother. "Elfman, Lucy just told me that Ben here saved her life on her and Natsu's last job."

Elfman's tough guy exterior seemed to soften slightly when his sister told him this; however, he retained a majority of his gruff demeanor as he returned his attention to Ben.

"He did, huh? Hey, is that true?" Elfman demanded.

Ben placed his hand on his neck, and replied, "Well, yeah, I guess. I was only trying to help out."

Ben didn't quite know what to expect from Elfman, seeing as he just met him. However, he soon got his answer when Elfman raised his right fist and clenched it, though never once taking his eyes off the green jacket teen.

"A real man would be proud of his accomplishments!" Elfman declared loudly.

"Oh no, I am, believe me," stated Ben. "I just don't like to brag anymore, that's all."

That was true enough. A couple of years ago, Ben had been pretty bad in terms of his ego. After becoming famous all around his universe, he let the fame go to his head and acted like a jerk to most of his friends and family. Thankfully, after two years had passed, he had matured immensely.

"What's this I hear about someone saving Lucy's life?" someone asked.

Ben, as well as the rest of the gathered wizards, turned to the still-open entrance of the guild hall, to see an extremely short-statured, elderly man. He had wrinkled skin and thin, white hair, with a matching white mustache; not like Elfman or Mirajane's though, since his hair was most likely that way due to his old age. He wore an orange jacket with light blue cuffs, with a white t-shirt underneath that bore what Ben could only assume was the Fairy Tail guild's emblem, since everyone in the room seemed to have it. He also wore orange shorts, along with brown, curled shoes. On his head, he wore an orange and light blue, striped cap that resembled that of a jester. In his left hand was a wooden cane, which had a pink smiley-face at the top of it; though it didn't seem like he needed it to help himself stand.

"Welcome back, Master!" Mirajane greeted with a smile.

Ben turned to Mirajane with slightly-widened eyes, blinked, and turned back to the man. Did she just refer to this elderly man as "Master"? If that was the case, then according to what Happy told him that would mean that this little old man was in charge around here. He certainly wasn't expecting that.

"So, how did the paperwork go?" Mira questioned.

"Ah, forget about those Council blowhards." The old man dismissed. "As things are now, they're gonna drive me to an early grave long before any of you kids do, that's for sure."

It was then that Makarov took notice of the new arrival to the guild. It wasn't more than a second before Mirajane sidled over to the two of them.

"Master, this is Ben. From what Lucy told me, it would seem Ben actually saved her life while she and Natsu were out on a job today."

The elderly man turned from Mira to Ben, and gave the latter a long stare as if he were trying to get a read on him. After a moment of this, he extended his right hand out to Ben.

"Well, in that case, my name is Makarov, and I am the Master of this guild. If it's true that you saved the life of one of my children, then I can't possibly thank you enough. You have my deepest gratitude."

That was certainly fast, or least, faster than Elfman. He didn't expect the elderly man, now known as Makarov, to open up to him that quickly. Ben extended his own right hand and shook Makarov's, which he almost had to bend down to do since the man was so short.

"It was no problem," Ben said. "I just saw she was in danger and did whatever I could to help." Just then, Ben realized something. Makarov had just referred to Lucy as "one of his children." Were they actually related? "Wait, so Lucy is your daughter?" the Omnitrix wearer asked.

Makarov chuckled. "I consider every member of this guild my family, young man. Whether we're related by blood or not, that's what we are; a rowdy, crazy family, but a family nonetheless."

Ben smiled. "Well, I'm glad I could help out."

Natsu, Happy, and Lucy all approached Ben, Makarov, and Mirajane.

"Speakin' of helping out..." Natsu mentioned.

"Yeah," Lucy continued, "Master, when we were out on our job, Ben said he doesn't have any place to go."

"He said he doesn't know where is home is." Happy finished.

Makarov looked at Ben. "Is that right?"

"Well...yeah. Kinda..." Ben replied sheepishly.

Natsu crossed his arms, and retorted, "'Kinda' nothin', man! You didn't even know what a guild was before today!"

"Yeah," chimed Happy, "wherever you're from must be super far!"

Ben glanced at Natsu and Happy, then back to the floor, in thought. They weren't exactly wrong, per se, but...

"So, Master, the reason we brought Ben with us is because, well... We thought maybe he could-"

Lucy didn't even get to finish her statement before Makarov held his hand up to her, signaling her to stop.

"Say no more." Makarov turned to Ben. "So, you need a place to stay, am I correct?"

Ben was hesitant to answer. He knew Natsu and Lucy had offered him a place to stay, but he was still weighing his options in his mind. He didn't know if he wanted to get too comfortable, and he still wasn't sure if he was really okay with these people going out of their way to put him up. After all, this building seemed cram-packed already.

However, just like back in the forest, he could tell by the tone of Makarov's voice that he really was grateful for Ben saving one of his "children," and wanted to repay him somehow. And if Paradox hadn't found Ben by now, then chances are it could end up being a while before he did. Ben would need a place to eat, sleep, and so on until that happened. Once again, his choice was made clear.

Ben looked to Makarov and nodded. "Yeah. I do..."

Makarov smiled. "Then it's settled." The Fairy Tail master turned to Mirajane. "Mira! Would you mind setting up one of the storage rooms for Ben here?"

"Not at all, Master!" Mira beamed.

With that, Mirajane quickly turned around and headed for a door to the back of the large, open guild hall. Now that that was out of the way, Makarov had one question for Ben.

"Now, I have no problem with letting you stay here until you can find your way home. After all, it's the least I can do for you in return for what you've done. However, I would like to know wherever it is you're from." Makarov proclaimed. "I have no doubt that you're a kindhearted young man, but in order to ward off the suspicion of others... I don't want them thinking that we're harboring some kind of spy from another country or anything of the sort."

Ben's eyes widened slightly. He should've expected someone would want to know where he was from eventually. He didn't know the names of any cities, towns, or countries in this magic-filled universe, save for the few that Lucy mentioned before, and even if he did, he wouldn't feel right lying to them outright; not after they had shown so much kindness to a random stranger like himself.

This was it. He had no other choice but to tell them where he was actually from, regardless of whether or not they'd believe him. However, after learning a bit more about this world, perhaps the likelihood of them actually believing him wasn't as low as he had previously assumed.

"Well... Sure." Ben conceited. "I'll tell you...but, you all might wanna find a seat or something. It's kind of a long story."

Per Makarov's instructions, most of the present wizards pulled up seats from various benches and stools throughout the guild hall, while others simply stood. All of them gathered around one person in particular: Ben.

Ben stood in front of the bar counter and began his story. He started by introducing everyone to the idea of alternate universes. Thankfully, Professor Hamilton's explanation of the concept proved to be sufficient enough for most of the wizards, such as Lucy who's Celestial Spirits were actually from another world, and Makarov, who was simply intelligent enough to grasp it, and to realize the idea isn't as far-fetched as one might think. Other wizards, however, like Natsu and Elfman, needed to have it simplified for them.

Then came the big news. When Ben told them that he was actually from one of these alternate universes, practically every jaw in the building gravitated to the floor instantly. Though, it did make some sense to Lucy and Happy, seeing as he didn't know anything about the various towns in Fiore, about guilds, or anything about the magical world. Why would he if he was from another world entirely?

Ben then went on to explain to them how, in his universe, magic didn't even exist, or at least not like it did in this world. He also told them that unlike everything in this world nearly everything was a result of science and technology, with practically everything in his world being more technologically advanced than in this one.

He touched briefly on his own abilities too, as well as what aliens were. Judging from their reactions, it would seem that there were either no such things in this universe, or no contact had been established with any if there were.

Ben concluded by telling everyone how he had ended up in this world, all the way from Professor Hamilton's lab, to the forest near Oshibana, and then to his encounter with Natsu, Lucy, and Happy.

For a moment, the entire room was silent. Needless to say, the wizards were all shocked by the countless information bombs Ben had just dropped on them. None of them really knew what to say or think, until Cana finally broke the silence.

"Man, he wasn't kiddin'. That was a long story..." Cana noted.

"You poor thing," Mira sympathized.

"Wow, Ben... I had no idea you were from another world like Lucy's spirits." Happy added.

For the duration of Ben's story, Makarov had been sitting on a bar stool next in the front of the group, listening intently, his eyes closed and head lowered for most of it.

"So, tell us, Ben," Makarov spoke. "You say you don't use magic. If that's the case, then how do you manage to turn into the creatures that you've described? These...aliens, you call them?"

"Yeah. If it's not magic, then what is it?" Elfman asked skeptically.

Without responding, Ben lifted up his left sleeve, and held up his arm, allowing everyone to get a good look at the Omnitrix around his wrist. Natsu, Lucy, and Happy had seen that strange device before, just before he had turned into that giant lightning-crab, Brainstorm. They were still perplexed as to what it was, as were the rest of the wizards present.

"This is called the Omnitrix," Ben explained. "This is how I do it. It lets me transform into any sentient race in my universe. It's not magic, but I can see why you guys might think it is."

Suddenly, a petite young girl spoke up. She had wavy, somewhat wild blue hair, with her bangs held up by a patterned, orange bandanna. She wore a short, blue vest that left her midriff exposed, with a yellow bikini top underneath it. She also wore white, knee-length shorts, held up by a brown belt. This was Levy McGarden.

"So, how many of these aliens does that thing have?" Levy inquired.

Ben turned to Levy, and answered, "It has about seventy that are readily available. Give or take five to six."

Ben's statement left practically everyone in the guild hall speechless. Seventy transformations?! That was far more than any Take-Over wizard they had ever seen! However, Levy noticed something about the way Ben said that.

"'Readily available'?" Levy repeated. "What does that mean exactly? Are you saying it has more than that?"

Ben nodded. "Well, unfortunately, it's not fully unlocked right now. But when it is, it has the DNA of over one million different aliens."

If the jaws of the gathered wizards dropped any further, they would've fallen off of their skulls. A million?! Seventy was already insanely more than the average Take-Over wizard, but that was just incredible! Was that tiny device on his wrist really that powerful?

Just then, a man stepped forward to speak up. His most notable trait physically was his brown, fluffy, ostentatious pompadour hair. He appeared to be in his mid-thirties and had a pipe in his mouth. He wore a loose, light green shirt, which was decorated with many motifs of dark green, stylized flowers, each with five petals. He also wore a pair of brown pants, cut off just below his knees. This was Wakaba Mine.

"And how long did yah say you've had this thing for?" Wakaba asked.

Ben looked at Omnitrix before turning to Wakaba. "I've had this one for a couple of years now. But, I started using the original eight years ago when I was ten."

"WHAT?!" Everyone, save for Makarov, shouted.

Ben was somewhat startled by everyone's reactions to what he'd just told them. Though, it did make sense once he thought about it. The Omnitrix was an incredibly powerful device, with the abilities and strengths of every sapient species in his universe. There were DNA samples of some unbelievably destructive aliens inside it. For somebody to wield such a device at the mere age of ten would be a shocking tale to anyone.

"Yeah," Ben explained, "and ever since I got it, I've been using it to help people, whether that means fighting a giant monster, stopping a robbery, or whatever else."

With that said, Elfman walked over to Ben with a smile on his face and patted Ben on the shoulder. His impressive strength, however, sent Ben sprawling onto the floor. "Wow! Now that's what I call manly!" he proclaimed.

"Thanks..." Ben said weakly, "but I'd like to be a man without broken bones...if you don't mind."

After a brief moment, Ben picked himself up from the floor, and dusted himself off, with Elfman crossing his arms and smiling, still seemingly unaware that his strength had been too much for Ben.

"So, Ben, you talk about these alien things, but what do they do?" Gray wondered. "I'm guessin' they're not just for show if yah used one to take out a bunch of bandits."

Ben adorned his face with an expression of deep thought. It was true that his various aliens had a wide array of abilities, but he had sort of lost count of just how many he had.

"Let's see..." Ben counted his fingers as he spoke, "there's super-strength, super-speed, flight, regeneration, and a bunch of elemental powers... I kinda lost track, to be honest. The list runs on pretty long."

Gray's eyes widened as he whispered to himself, "No way..."

The onyx-haired teen couldn't really think of anything else to say. It was crazy. If Ben was even half true, that would mean that he was probably one of the strongest people in the entire building.

Suddenly, Natsu barged through the crowd of wizards with an excited look on his face, and a fire in his eyes, similar to the one Ben saw in them when the Dragon Slayer was fighting bandits back in the forest.

"Alright, Ben! You and me! Right now!" Natsu called out. "Show me what ya got!"

Ben merely blinked at Natsu's declaration, while everyone else simply groaned or sighed as they face-palmed in exasperation. Was Natsu thinking what Ben thought he was thinking?

"What're you suggesting exactly?" Ben asked, confused.

"Oh, come on, man! Isn't it obvious?!" Natsu clenched his fist. "We gotta fight to see who's the strongest! Duh!"

"Geez, give it a rest, kid. You already got your butt handed to yah once this week." Wakaba stated. "That ain't enough for you?"

Natsu turned to Wakaba, annoyed. "Watch it, old-timer! I didn't lose! The fight got called off because those stuck-up Council jerks interrupted it! I totally would've won if they hadn't butted in!"

"That's enough, Natsu!" Makarov ordered. "I won't allow you to fight a guest of this guild!"

Makarov's order seemingly fell on deaf ears as Natsu returned his attention, and excitement, back to Ben. The Omnitrix bearer was confused, to say the least. He didn't see the point in fighting anyone if he didn't have to. He then turned his gaze to the gathering of wizards behind Natsu, all of whom had resigned expressions on their faces.

"He's not gonna stop bugging me about this until I fight him, is he?" Ben deadpanned, pointing at Natsu.

The wizards all simultaneously shook their heads, thus confirming Ben's suspicion, leading the superhero to sigh. He didn't want to do this, but if Natsu wouldn't let up until he conceded, he might as well get it over with now.

"Just do it. The sooner you fight him, the sooner I can drink in peace." Cana said.

'Far be it from me to keep a woman from her alcohol...' Ben thought dryly.

The superhero snapped himself from his musings and turned himself to his soon-to-be opponent, a serious expression on his face

"Alright, Natsu. I'll give you a fight, but only on three conditions..."

Natsu's grin grew wider than ever in anticipation. He was clearly about to burst from excitement at any moment.

"First, we take it outside. I don't wanna wreck your guild hall by accident or anything. Second, if anyone gets seriously injured, we call it off. And finally, after this, regardless of who wins or loses, I'm not going to fight you again."

Natsu's excited mien shifted to one of slight disappointment once he heard the last condition, but it didn't take more than a few seconds for him to perk back up again.

Makarov turned to Ben, and asked, "Are you sure about this? You know you don't have to..."

"I'm sure." Ben clarified, looking at Natsu with a confident smirk. "If Natsu wants a fight so badly, I'll give him one."

"Alright, man. You got yourself a deal! Let's do it!" Natsu shouted eagerly.

Most of the other wizards gathered in the guild hall began to talk amongst each other, clearly excited about this development. They'd just heard so many amazing things about what Ben can do, and now they would get to see him face off against Fairy Tail's very own Fire Dragon Slayer, Natsu Dragneel!

"Can't we ever just have a normal day around here?" Lucy sighed.

...

A few minutes later, and everyone who was inside the Fairy Tail guild hall piled outside. They formed a large circle around the area in front of the guild, which would serve as an arena of sorts for the upcoming brawl. Nevertheless, they all stayed a fair distance away from the center, as per Ben's insistence. With that sorted, Natsu and Ben took their places inside the ring.

"You ready for this, Natsu?" Ben grinned. "You can still back out, you know."

Although Ben was reluctant at first, he had to admit, he was a bit excited about this. He hadn't done any real fighting in a long time. After the Plumbers received advanced tech, any low-lives he ended up handling just got sloppier and sloppier with each passing day. It might be fun to have a good, friendly match with someone who knows his way around a fist fight. And besides, he may have been reluctant at first, but Ben 10 fought to win. No doubt about that.

"Are you kidding?! This is awesome!" Natsu raised his head and exhaled a plume of fire. "I'M FIRED UP!"

It was then that Makarov stepped up, in between the two combatants, and raised his hand into the air.

"Let the match...begin!" he swiped his hand through the air.

Makarov quickly retook his spot in the crowd, while the two fighters prepared themselves. Natsu engulfed his hands in flames, never once losing his wide, excited grin. Meanwhile, Ben activated his Omnitrix. He spent a few seconds scrolling through the playlist, looking for an alien that would be most appropriate to fight Natsu.

Then, he saw it: the perfect icon to match Natsu's hotheaded nature. Surely he'd enjoy fighting this one. Ben tapped the faceplate and slammed down the core as soon as it popped out. After the resulting green flash, the surrounding wizards gaped at what stood in Ben's place. It was a nine-foot-tall, humanoid tiger with no tail. It was extremely buff and bore a large black claw on either hand. Its chest, chin, feet, and hands were all white, while the rest of its fur was orange with black stripes. The Omnitrix dial rested proudly on its chest.

"RATH!" Rath pointed to his opponent angrily. "LEMME TELL YA SOMETHIN', NATSU DRAGNEEL, SON OF IGNEEL! NOBODY PICKS A FIGHT WITH RATH, WITHOUT GETTIN' THEIR FACE STOMPED IN, AND OUT THEIR BUTT!"

In the crowd, Happy was jumping up and down, bursting with excitement at the sight of this cat-like form of Ben's, immediately thinking it was the coolest thing ever. Lucy, on the other hand, was shocked by the sudden change.

"Whoa," Lucy gaped, "What's wrong with Ben? It's like he's a totally different person!"

Levy, who was standing next to Lucy and had heard her question, was also curious as to what had caused this shift.

"I dunno. Maybe some of his forms affect his personality somehow?" Levy suggested.

"Who cares?! It's the most awesomest thing EVER!" Happy giggled excitedly to himself.

Natsu was the only person present who remained unaffected by Ben's sudden personality flip. In fact, if anything, it only made him even more excited. The Dragon Slayer then leaped forward, his flames intensifying as he did so.

"Fire Dragon Iron Fist!"

Natsu reared back his flaming fist and slammed it into the side of Rath's face. Upon contact, Natsu's attack erupted into a conflagration of fire and smoke, making it impossible for anyone, himself included, to see the result. The fire-breather landed on the ground and leaped back and out of the smoke, waiting for it to clear so he could see his handiwork.

After a few moments, the smoke cleared, and everyone was shocked by what they saw. Not only was Rath still standing, but he looked almost completely unaffected by Natsu's attack! The tiger-like alien's head was merely turned slightly from the impact, with a bit of soot on his cheek. The Appoplexian simply turned his gaze to Natsu and wiped the soot off of his face.

"Is that all you got...? IS THAT ALL YOU GOT?!" Rath roared. "RATH'S BEEN HIT BY ICE CUBES HOTTER THAN THAT!"

"WHAT'D YOU SAY?!" Natsu yelled, clearly angered by that remark.

With that, Rath crouched low, preparing an attack of his own. "Now it's Rath's turn..."

Rath suddenly leaped forward, and before Natsu could react, the feline alien shoulder-checked the Dragon Slayer, knocking the latter back several feet. Natsu was sent rolling across the ground but managed to catch himself and land in a crouching position. A second later, the pink-haired wizard rubbed his chest in slight pain, much to everyone's surprise.

This creature that Ben had turned into was undeniably full of bravado, but it had the strength to back it up as well if it was able to injure Natsu enough for him to actually look pained. That said, the hotheaded wizard wasn't anywhere near done yet.

Natsu quickly picked himself up and began to puff out his cheeks, just like Ben had seen him do earlier, in the forest.

"Fire Dragon Roar!"

In order to avoid Natsu incoming torrent of fire, Rath jumped high into the air, flipped, and landed behind the pyro-wizard.

"SIRIUS BUTT-KICKING!" Rath exclaimed.

Rath reared back his leg and kicked Natsu in the rear, which sent the Dragon Slayer tumbling forward and onto his face. Rath then lifted Natsu upside-down and jumped into the air.

"POLARIS PILEDRIVER!"

The hero-turned-Appoplexian delivered a brutal piledriver on Natsu, leaving cracks in the stone-paved ground, causing some of the wizards in the crowd to wince.

Normally, the part of Rath's mind that was still Ben wouldn't let himself go this far against an ordinary human opponent, but after that first blow, he realized that Natsu could take far more punishment than any human he'd ever met. Was that toughness a quality that all humans in this world shared, or was it unique to Natsu? Regardless, after that piledriver, Ben figured that was the end of the fight.

He was therefore surprised to see that Natsu was already struggling back to his feet. However, not only was he able to rise, but he turned to face Rath with the same grin he'd been wearing this entire fight. That was certainly a shocker for Ben. Natsu just had his head smashed against the solid stone, with the impact even leaving marks on the ground, but he was still excited for more?

Without a word, Natsu exhaled another powerful torrent of fire at Rath, with the Appoplexian dodging it by rolling out of the way. However, Natsu proceeded to follow Rath with a roar, leading the alien to have to run on all fours to continuously dodge it. When Natsu's flames died down, Ben halted and began to think to himself.

Natsu may not be the brightest person he had met in this world, but he seemed to have a firm grasp on fighting. Natsu now knew that he couldn't out-muscle Rath, so he had decided to give ranged attacks a try. This tactic might have worked, had Rath been the only form Ben could assume.

Rath reached his hand up to the Omnitrix dial on his chest, and slapped it, creating another green flash, leading most in the crowd, as well as Natsu, to shield their eyes.

When the flash died down, in Rath's place stood a tall, primarily red creature. It somewhat resembled a mollusk in its overall appearance, as it had several gray portholes on its shoulders, arms, palms, and thighs. It had a sloped hump, inside of which its head resided. Its face was also red, although with a gray, pointed chin, and four green, slit eyes. Its upper arms were smooth and black, as was its waist, the latter of which had four gray, insectoid appendages latched onto it from the upper, red portion of its torso. Said upper portion displayed the Omnitrix symbol, in between two green lights, which greatly resembled eyes. The top of its feet had gray, blade-like attachments on them.

"Water Hazard!" Ben shouted.

Back in the crowd, everyone was impressed and surprised by Ben's sudden transformation, more so than the first time.

"He can switch from one form to another?" Gray said, surprised.

"That's crazy..." Elfman added.

"I had no idea he could do that." Lucy gawked. "We only ever saw him turn back into a human, and then into another creature. But now, it looks like he kinda has Erza's Re-Quip skills too!"

Gray's face paled when Lucy said the name "Erza." Though she referred to the final member of their team offhandedly, Gray couldn't help but think...if Ben was even close to being as strong as Erza...

"Switching between forms like that is an incredibly advanced technique for Take-Over wizards," Mirajane stated in a surprisingly serious tone. "I'm surprised Ben can manage it so easily."

If Natsu was surprised at Ben's sudden transformation switch, he did a good job of hiding it. The Dragon Slayer then puffed out his cheeks and exhaled yet another stream of fire at Water Hazard.

"Fire Dragon ROAR!"

Water Hazard didn't even flinch, and instead held out his right hand towards the incoming fire torrent. Suddenly, and much to everyone's surprise, a powerful jet of water erupted from the porthole on the palm of the mollusk-like creature's hand, and upon contact with the raging flames, stopped it in its tracks. It created a huge cloud of steam that surrounded Water Hazard, making him completely undetectable within it.

After a moment with nothing happening, suddenly, Water Hazard lunged out from the steam cloud and towards Natsu. The Orishan moved so quickly that Natsu didn't have time to react before he felt a powerful fist connect directly with his gut, knocking him back a couple of feet. Water Hazard quickly moved in and delivered another punch to Natsu's face, which he tried to follow up with another left hook, only for the Dragon Slayer to dodge and spin around, igniting his leg in flame as he did so.

"Fire Dragon Talon!"

Water Hazard was surprised Natsu was able to recover from both a gut-shot and a right jab to the face so fast. He was so surprised, in fact, that he only barely managed to bring up his left arm to block the fiery kick that would've connected with the side of his headshell. The blow caused Water Hazard to slide across the ground a few feet to his right.

"Nimble, aren't you?" Water Hazard remarked.

Natsu grinned as he wiped his mouth. "Haha! Thanks for the compliment! You're not doin' too bad yourself!"

Water Hazard and Natsu stared one another down for a moment. At that moment, the teen hero realized he was gonna need something a bit more agile if he was going to keep up with Natsu. He knew just the alien for that. However, before he could reach up to switch aliens, Natsu had lunged at him, fists blazing and was prepared to strike again. Water Hazard reacted by lifting up both of his arms, and blasted twin jets of water straight into Natsu's face, sending the wizard flying back about a meter. Natsu landed on his feet but was coughing up water as a result of his face being blasted with it.

With Natsu distracted, Ben slapped the Omnitrix dial, and in another green flash, Water Hazard was replaced with a roughly four-foot-tall, monkey-like alien with light blue fur. It had four arms, six green eyes, and its light blue hair, which had grayish-white streaks in it, was flipped up. The parts of its body that weren't covered in fur, namely its face, chest, belly, feet, and fingers, were all dark blue. It wore the Omnitrix dial on its chest, with four green sashes connected to it that wrapped around its body. It also had a tail that had two grayish-white striped at the end of it.

"Spidermonkey!" he cried out, making monkey sounds.

Everyone watching was impressed yet again, but most was also slightly confused. How was this transformation going to aid him? It didn't look all that tough or strong. Without a moment's hesitation, Spidermonkey rushed forward over to Natsu.

Natsu, who was just recovering from the water he'd been blasted with, looked up to see a blue, three-fingered fist connect with his face, leading him to stumble slightly. Spidermonkey then delivered two considerably powerful kicks to Natsu's chest, one with each foot. These blows sent Natsu tumbling on his back.

However, Spidermonkey's six eyes all widened when he saw Natsu begin to spin on his back, using his hands to do so. The Fire Dragon Slayer's feet then began to ignite in flames, which grew more intense as he continued to spin. Within a few seconds, Natsu was shooting torrents of fire out of his feet; much to Ben's shock.

"Didn't know you could do that" Spidermonkey said, followed up with monkey sounds.

'He can shoot flames from his feet while break dancing? Okay, that's pretty cool.'

Spidermonkey was snapped out of his musings when one of Natsu's flame torrents came right for him, from his right. The Arachnichimp simply ducked under it. Then came the other, lower torrent, leading Spidermonkey to jump over it with relative ease. He kept up this dodging game for a few moments until he had an idea.

Spidermonkey lowered his tail close to the ground and aimed it at Natsu's head. Much to everyone's surprise, a string of web then shot out from the ape-like alien's tail and latched onto Natsu face. Spidermonkey then grabbed the web string, and yanked on it as hard as he could, which pulled Natsu out from under himself, bringing his flame-shooting break dance to an end.

Natsu tried to yell something, but couldn't due to the web covering his face and mouth. Spidermonkey then reeled in his web somewhat and swung Natsu over his head, slamming him into the ground behind him. He did this one more time, leaving cracks in the ground yet again.

Spidermonkey looked at Natsu for a moment. Arachnichimps were deceptively strong. Ben thought that was the end of the fight until he saw Natsu begin to pick himself up, albeit with webbing still on his face. He looked right at Spidermonkey and could be heard yelling something. It sounded familiar, but Ben couldn't make it out due to it being muffled. However, he quickly realized what it was when he saw the web around Natsu's face begin to glow orange.

A second later, and a huge blast of fire erupted from the webbing, and engulfing Spidermonkey inside of it. The Arachnichimp could only place his hands in front of his face in an attempt to block the flames, but it was no use; they were incredibly strong. He tried to use his web-shooting tail to swing himself out, but the webbing instantly melted away from the intense heat. After another moment or so, Natsu's breath attack ended, which sent Spidermonkey flying across the ring and onto his back. He looked pretty banged up, as he had large patches of scorched fur all over his body.

It took a moment for Spidermonkey to begin picking himself up off the ground, albeit shakily. That was certainly the most intense fire Ben had ever felt. The Omnitrix bearer thought to himself as he stood up. He couldn't keep going as he was right now, so he needed to remedy the situation, and he knew just the way to do that.

Spidermonkey weakly slapped the Omnitrix on his chest, and in yet another emerald flash, he was replaced with a tall, humanoid plant-man. It had mostly pale green skin, save for two small patches of black skin on either shoulder, one under its chin and down its neck, and a large one on either side, extending from his hips to his arms. His head had a flame-like pattern to it, as a result of the red petals on the sides of his face, and the one yellow petal protruding upwards from his forehead, which, along with the rest of his face, was also completely black. He had root-like feet, and red, plant-like growths sprouting from his shoulders. He also had pale green growths sprouting from his forearms. It bore the Omnitrix dial on its chest, and its eyes were green with black slits for pupils. Though Ben had transformed, there were still scorch marks all over his body from when Spidermonkey was hit.

"Swampfire!" He announced in a deep, nasally voice.

Swampfire steadily picked himself up until he stood tall and firm. It was then that scorch marks all over the Methanosian's body began to slowly but surely fade away, much to the shock and surprise of everyone watching, including Natsu.

"But how?" Natsu's eyes widened.

"Weren't you listening earlier?" Swampfire smirked. "I mentioned the regeneration thing, right?"

A few seeds suddenly sprout from Swampfire's shoulder, which the Methanosian then grabbed, and lobbed at Natsu's feet; much to everyone's confusion. The seeds then burrow themselves underground, and a couple of seconds later, thick vines burst from the ground underneath Natsu, and wrap around him, effectively rendering him motionless.

That was definitely a shocker for the wizards watching, especially one man in particular. He was a tall, slim young man with black hair. His most notable physical trait was his hair, which was highly unusual, in that a single tuft of it on the top of his head jutted upwards, and was reminiscent of a plant's stem. The rest of his hair was relatively short and was rounded at his forehead. He also had it cut on both sides of his head, each one having a spiraling motif. He wore a white, long-sleeved t-shirt, with a pair of golden belts crossing his chest, each passing over one of his shoulders. He also wore dark green, checkered pants.

This was Droy. His magic allowed him to create and control plant life through the use of magical seeds.

"He can control plants too?!" Droy yelled, shocked.

Next to Droy, stood both Levy, and another man as well, who was also slim, and was of average height. He had orange hair, which was kept jutting backward at the sides of his head. He had a bit of a sharp face overall, along with a prominently flat and defined nose that pointed downwards. He wore an open, light brown coat with white fur trimmings on its edges and sleeves, the latter of which reached down just below his elbows. Underneath this coat was a high-collared, light purple shirt, with its collar mostly left open. He also wore dark, baggy pants, the legs of which were tucked inside dark-colored boots. The most distinctive part of his attire was the fancy, extremely high hat that matched his coat, with a large brim and fur trimmings over its entire length, at regular intervals, in addition to a large, furry ball at the top of it.

This man went by the nickname, "Jet." His magic allows him to run at exceptionally fast speeds.

"As long as he doesn't have anything in that watch of his that's faster than me, I think we're good." Jet remarked.

Levy turned to Jet, and retorted, "Actually, he just might. He did say super-speed was one of his powers, after all."

Hearing Levy say that made Jet feel a little smaller...

Back in the fight, Natsu was still struggling against the vines that held him, but to no avail.

"You ready to give up yet?" Swampfire enquired, placing his hands on his hips.

"Yeah right! You think I can't bust outta these?!" Natsu yelled.

Just then, Natsu's entire body was consumed in powerful flames as he yelled continuously. With each passing second, the flames around him grew hotter and brighter. Eventually, the vines restraining the Dragon Slayer burned away completely, allowing Natsu to land on the ground, and look back to Swampfire with a grin on his face yet again.

Natsu didn't waste any time before he ignited his right fist in flames and lunged at Swampfire once more.

"Fire Dragon Iron Fist!"

To the crowd's confusion, Swampfire simply stood there, not even attempting to dodge Natsu's incoming assault. They, along with Natsu, were all shocked when the Dragon Slayer's fiery fist went clean through the Methanosian's torso!

Several of the wizards watching cried out in fear, thinking that Natsu had just killed Ben. Even Natsu was beginning to freak out.

"OH CRAP! OH MAN, I'M SORRY, I DIDN'T MEAN TO!" Natsu panicked.

Natsu ceased his ramblings when he felt something tap on his head. He looked up to see Swampfire staring down at him, a grin on his face. A second later, Swampfire unleashed a powerful punch to his face, which sent the fire wizard tumbling back several feet. When Natsu picked himself up, he looked at Swampfire with bewilderment. His eyes then widened when he saw the gaping hole in Swampfire's torso begin to close itself, being completely healed in a matter of seconds.

"I get it now..." Natsu said lowly, narrowing his eyes.

"Good. Didn't wanna have to explain it twice," Swampfire said. "Now, how about you have a taste of your own medicine?"

Natsu simply tilted his head in confusion, wondering what Swampfire could mean by that. Before he could ask, a large ball of fire appeared in both of Swampfire's hands. The Methanosian then threw both fireballs at Natsu. However, this time, it was Natsu who didn't flinch from his opponent's attack. Instead, Natsu adorned his face with a smile that could only be described as hungry.

"Medicine is right! COME TO PAPA!"

With that, Natsu reared back his head and took a deeper breath than Ben thought any human was capable of. In response to this, the flames that had landed on the ground in front of Natsu flew into the air in multiple small streaks, and then into the Dragon Slayer's mouth!

"Okay... Didn't know you could do that either." Swampfire remarked, surprised.

Over in the crowd, Happy couldn't help but smile. There was no way Ben could've known Natsu could do that. There were still some people in this world who didn't know that.

"Bet Ben never saw that one coming." Happy commented. "There's no way he could've known that Natsu can eat fire to replenish his strength and magic energy."

Natsu let out a loud burp. "HOO, boy! You gotta work on your appetizers, man!" He wiped his mouth. "Even so...thanks for the grub, Ben. Now I've got a fire in my belly that's ragin' to get out!" he grinned roguishly.

Natsu then begins to puff out his cheeks once more, much wider than Ben had seen him do before. That could only mean one thing.

"Fire...Dragon...ROOOAAARRR!"

Natsu spit out what had to be the largest torrent of fire Ben had seen him make since he'd met him. The flames were approaching Swampfire incredibly fast. In a split second decision, Swampfire reached up and slapped the Omnitrix dial on his chest, creating another green flash just as the flames made contact.

After several seconds of Ben being completely engulfed in flames, Natsu's breathe attack finally died down. When the pink-headed looked to see what he thought would be Swampfire lying immobilized on the ground, he, and everyone else was shocked to see what appeared to be a humanoid moth-man, covered in a blue and black cloak, giving it the appearance reminiscent of a phantom. Aside from its appearance, the most shocking thing to everyone was that the creature looked completely unharmed!

Suddenly, the moth-man opened its cloak, which upon doing so, was revealed to actually be its wings that were considerably large. Its body was relatively the same color scheme as its cloak, with the front of its torso being blue, and the rest of its body being black, save for the few light blue splotches that were on its arms and legs, as well as the hints of blue on its face. Its teeth were also perpetually visible.

"Big Chill!" He uttered eerily.

Not at all intimidated by the appearance of this new, insect-like form of Ben's, Natsu leaped forward, his leg wreathed in flame.

"Fire Dragon Talon!"

Once again, Ben made no attempt to dodge the incoming attack, which led everyone watching to believe that this form also had regenerative powers of some sort. However, they were all surprised to see that rather than Natsu hitting Big Chill, he went straight through him instead, as if the moth-like alien wasn't even there!

After lunging straight through Big Chill, Natsu landed on his feet and turned back to the Necrofriggian in confusion.

"What the...?"

Big Chill glanced back at the Dragon Slayer and grinned. "Intangibility...comes in handy."

Natsu then leaped at Big Chill again, and tried to punch him with a fiery fist, but to no avail as his fist goes straight through the moth-like alien once again. Natsu tried to punch his adversary multiple times, but each time he ends up with the same results.

"Hey! What gives?!" Natsu shouted, annoyed.

"I just told you. You can't touch me. Literally. Now, I think you need to cool off."

Natsu looked somewhat confused by Big Chill's statement, wondering what he could've meant by it.

"What're you-"

Before Natsu could finish his question, Big Chill took a deep breath and exhaled a blast of freezing vapor directly at Natsu's face. Upon contact with Natsu's head, the vapor drastically reduced the temperature of the air around it, thus effectively encasing Natsu's head in a thick chunk of ice.

In the crowd, Gray's eyes widened. He wasn't expecting that at all, nor did anyone else.

"He has ice powers too?" Gray said, shocked. "Is there anything this guy can't do?"

"For real!" Lucy agreed. "Strength, plants, fire, webs, and now ice too?"

"He may have ice powers, but that breath he just used didn't seem quite as powerful as your magic, Gray," Levy noted.

"Yeah, it doesn't look like he can really make anything out of it. He just breathes it!" Happy added.

It didn't take long for Natsu to melt the ice around his head with fire from his hands. Once he did, he glared back at Big Chill.

"Did ya really think ice was gonna hold me?! Come on, man! What else ya got?!"

Big Chill mentally slapped himself for that one. Natsu was right. Why did he think ice was going to hold someone who could ignite their entire body in fire? He looked back to Natsu and began to think.

Water Hazard was his best advantage over Natsu, but judging from the one hit the Orishan took from him, he likely couldn't take too many more. His exoskeleton was tough, but he still felt the force behind that one kick. Spidermonkey was more agile than Natsu, but couldn't take a direct hit from his breath attack. Swampfire was at an elemental stalemate with him; since they both used fire, neither one would really get anywhere, especially considering Natsu could easily burn Swampfire's vines away with his magic. Ben didn't want to use any of his heavy-hitters like Four Arms or Humungousaur against the guy; after all, he could end up hurting him pretty severely with one of those. So what could he do to finally put this match to an end? What was this guy's weakness?

A light-bulb went off in Ben's head at that moment. He knew exactly how to beat Natsu.

"Alright, Natsu," Big Chill called out in his eerie voice, "I'm giving you one last chance to forfeit! I suggest you take it, otherwise, you might be feeling this tomorrow."

Natsu simply grinned wider at Big Chill's threat, excited that he'd get to see yet another one of Ben's forms. He was feeling pretty confident. He'd already forced Ben to switch aliens multiple times and was excited to see what else the shape-shifter had up his sleeve.

"You gotta be kidding, man! This is great! I'm so fired up I feel like I'm about to explode!" Natsu roared excitedly.

Big Chill's neutral frown shifted to a slight grin upon hearing Natsu say that.

"Fine then. But don't say I didn't warn you." The Necrofriggian replied.

Natsu leaped into the air, above Big Chill, his arms wreathed in flames. He swung his arms around in circles a few times, before hurling them at the moth-man.

"Fire Dragon...Wing Attack!"

The area around Big Chill erupted in a fiery explosion, with Natsu landing on the other side of where he once stood, a few feet away from the smoke plume. The Dragon Slayer then took a look back at where Big Chill was waiting for the smoke to clear so he could see what damage he'd done. However, he, along with everyone else, was surprised to see another green flash shine through the smoke of the powerful fire spell.

After a moment, the smoke cleared, to reveal a hulking, broad-shouldered creature with white skin. Its face was on its torso, and it had no neck or actual head. Its mouth was large, and had black lips, with its green eyes also being surrounded by black marks. The top of its head was black, and from that, a thick, black stripe jutted down in between its eyes, with a similar stripe jutting up from between its legs, and up most of its torso, ending shortly below its lips. It had natural yellow armor all across its back with thin, black gaps between each plate. It also bore this yellow armor on its shoulders, hips, and the backs of its hands. Its palms were completely flat, and it had four black claws on each hand, as well as three claws on its somewhat stubby legs. The Omnitrix dial rested overtop the black stripe on its chest.

"Cannonbolt!" He announced in a deep voice.

Everyone in the crowd was rather perplexed by the appearance of this most recent form of Ben's. Most of the forms they had seen thus far were strange in their own way, but this was by far the most bizarre. What could it do?

As if in answer to everyone's question, Cannonbolt used Natsu's puzzlement to his advantage as he took two steps over to the Dragon Slayer, and wrapped him in a large bear-hug. At first, everyone thought Ben was trying to crush Natsu; however, they were proven wrong when Cannonbolt suddenly curled up into a big, yellow ball, concealing all of his white skin. Now they were especially confused.

"Hey!" Natsu yelled; his voice muffled. "What's the big idea?! Lemme outta here!"

Although the wizards on the outside of Cannonbolt's now-spherical form couldn't make out what Natsu was saying, they could see the yellow ball rumbling slightly, likely from Natsu trying to punch or kick his way out. Cannonbolt, however, heard him loud and clear.

"Not a chance. Now, let's roll!" he quipped.

With that, Cannonbolt suddenly began to spin in place, much to the surrounding wizards' surprise. A few moments of spinning later, after Cannonbolt had left a significant furrow in the ground, the spherical alien then shot forward, rolling at a considerably fast speed. The Arburian Pelarota then shifted his aim and began to roll in a large, wide circle with Natsu still inside.

"What's he doing to Natsu?!" Lucy asked.

Happy eyes widened in realization. "Oh, I know! He remembered Natsu's motion sickness from the train earlier, and he's using it against him!"

Gray folded his arms and smirked. "So he's doesn't just have power, but he's got a brain to boot. Not bad..."

After a few moments, Cannonbolt ceased his rolling around, and uncurled himself, allowing a thoroughly dizzy and motion sick Natsu to fall to the ground, ready to puke his guts out.

"I think we're done here," Cannonbolt remarked.

In the crowd, Makarov had been observing the fight very closely. Needless to say, he was just as impressed by Ben's power and variety as everyone else was as well as the intellect he displayed. However, this fight raised a few questions in Makarov's mind.

Regardless, with that, Makarov entered the ring and stood next to the defeated Natsu and the triumphant Cannonbolt.

"This fight is now over!" Makarov declared. "And the winner is Ben Tennyson!"

Most of the wizards in the crowd were still in shock at the result of the fight. Ben had just defeated Natsu, and while others have accomplished this in the past, everyone was still surprised by how he had done it. No one had ever used Natsu's motion sickness as a weakness during a fight before.

Cannonbolt reached up and tapped the Omnitrix dial on his torso, and in another green flash, he returned to his human form. He then turned to the crowd of wizards who had been watching the fight. For a moment, he had thought the members of Fairy Tail would be angry or upset that they had beaten their friend in a fight, but it was quite the opposite, as he was met with thunderous applause; much to his surprise.

Gray, Lucy, and Happy all walked over to a now-victorious Ben.

"Good show out there, man." Gray complimented. "It never gets old seein' charcoal-breath over there getting his butt whooped."

Ben chuckled. "Well, I'm glad it was entertaining at least." It was then that the superhero looked down, and looked back up at Gray with an exasperated expression. "Uh... Gray? Your clothes...?"

Gray looked down at himself to see that, once again, he had managed to strip down to only his boxers.

"CRAP!"

As Gray scrambled for his clothes, Ben turned around to see that Natsu was currently struggling to his feet, still looking queasy from Cannonbolt's attack earlier. He then walked over to him, and in a show of good sportsmanship, he held out his hand to help Natsu up.

"You okay, man?" Ben asked.

Natsu grinned weakly. "Yeah... It's nothin'... Can't wait to kick your butt for real next time."

"Hey, remember our deal. You agreed to it, so there's no backing out. This is the last fight you and I are gonna have. Besides, I don't think you really wanna take another trip with Cannonbolt, do you?"

The only response Ben received from Natsu was the latter's cheeks puffing out, and the Dragon Slayer holding his hand to his mouth at the mere thought of rolling around in Cannonbolt's ball form again.

Ben began to chuckle at how easily Natsu's motion sickness could be triggered until he heard a new voice call out over the noise of the crowd of wizards.

"What's all this commotion?"

The instant everyone heard the voice speak, it became dead quiet. Natsu's face became even paler than it already was upon hearing it, much to Ben's confusion. The Omnitrix bearer turned around to see the source of the voice, to find that it was a young woman, who looked roughly his age but carried a strong, firm attitude. The first thing he noticed about her was the color of her hair, which was a bright scarlet color. The next thing that stood out to him is that she was almost completely covered in armor. She wore a breastplate over her torso, which had a red Fairy Tail emblem over the left breast, and a golden, asymmetrical cross that intersected over top of that. Her shoulders had three-layered shoulder plates, and she wore greaves on her forearms that ended in a wing-like structure at her elbows. She also wore a blue skirt, which was covered slightly by plates of armor attached to brown, leather straps that connected to her equally brown belt. In addition, she also wore black, knee-length boots.

Another thing that stood out to Ben is that, despite her unusual wardrobe choice, she was remarkably pretty. Even more so than Mirajane

However, it was then that Ben took a look around at the gathering of wizards. For some reason that he couldn't understand, everyone present, save for Makarov and Mirajane, paled just as much as Natsu at the sight of this woman, and were slowly but steadily backing away in what appeared to be fear.

The scarlet-haired woman glanced around at the now-silent wizards, and narrowed her brow, seemingly irritated that no one was answering her question. However, Mirajane was the first one to break the silence as she approached the armored woman.

"Welcome back, Erza! I'm assuming the job in Freesia went well?"

The armor-clad, scarlet-haired woman, now known as Erza, turned to Mirajane with a neutral expression.

"Yes, it went quite well. The townspeople are safe and it would appear that they're still upset about Natsu destroying their historic church." Erza replied. "Now, I don't suppose you could tell me why everyone has gathered outside of the guild hall? Don't tell me Natsu and Gray have gotten into another fight..."

Mirajane smiled. "Well, it wasn't Gray, exactly, but..." She then waved Ben over, to which the shape-shifter responded by approaching the two ladies. "Erza, this is Ben. Lucy and Natsu ran into him while they were out on a job today. He has no place to go, so Master is letting him stay here until he can get home. After he explained where he was from and what he could do, Natsu challenged him to a fight and lost. You just missed it, unfortunately."

Erza then turned to Ben and gave him a hard stare, which caused most of the wizards watching to turn even paler.

"Is this true?" Erza asked.

"Well, that was more of a brief summary, if anything, but yeah. Pretty much." Ben replied nonchalantly.

Erza turned her gaze to Natsu, who froze completely upon realizing she was looking at him. However, she quickly returned her attention to Ben and held out her armored hand.

Erza smiled. "It's a pleasure to meet you, Ben. My name is Erza Scarlet."

Ben's eyes widened ever-so-slightly at Erza's reaction to Mirajane's explanation, or rather, her lack of one. Even so, Ben took her hand and shook it with a smile on his face.

"I'm Ben Tennyson. It's a pleasure to meet you too, Erza."

After their handshake, Erza focused her attention on a certain Dragon Slayer, who, as the armored wizard approached him, began to tremble in fear along with most of the other wizards watching. She gave Natsu a good looking-over, almost as if she were checking to see if he was injured.

Ben cocked a brow. 'What's everyone so worked up about? She's just seeing if he's alright.'

As if on cue, Erza brought her armored fist down onto Natsu's head with an audible clang, leading Ben, and everyone else, to wince.

'Oh... I guess that's why.' Ben mused.

"You idiot! How dare you challenge a guest of this guild to a fight! I have half a mind to beat you myself!" Erza roared.

Before Erza could carry out her threat, Makarov quickly stepped in and pulled the redheaded wizard away from Natsu, with the latter instantly scurrying over to the guild hall's entrance afterward.

"Now, now, Erza. Settle down." Makarov appeased.

As Makarov tried to calm Erza, several feet away from the two of them were Ben, Gray, Lucy, Elfman, and Happy.

Ben looked to the group and pointed to Erza. "What was all that about?"

"That's Erza for yah." Happy commented. "Always bringin' down the iron fist. She's the strongest woman in Fairy Tail! She's super strong and super scary!"

"She's the manliest one in the guild..." Elfman remarked.

"You do not wanna get on her bad side. Period." Gray concluded.

All Ben could do was stare at his newfound friends in slight bafflement. Was her strength really enough to warrant all this fear from everyone? Granted, it sounded like they still respected her, but even so, she didn't seem scary at all to Ben, or at least not from their brief interaction anyway.

Ben was snapped out of his musings when Makarov began to speak, with Erza standing at his side as he did so. "Alright everyone, as fun as it was, the show's over now! Time for you to head back inside!"

With that, the wizards all began filing back into the guild hall, with Makarov, Erza, Ben, Gray, Lucy, Elfman, and Happy following them. It was still fairly early in the afternoon, so Ben figured he might as well get accustomed to the place he'd be staying for the foreseeable future.

...

Things had finally begun to settle down from the brawl between Natsu and Ben; though, at first, many of the wizards did approach the Omnitrix bearer to congratulate him on his well-earned victory. He was flattered, but still couldn't quite fathom why they'd be happy that he'd beaten their friend.

Ben was currently sitting on a stool at the bar, simply looking out at the guild of rowdy wizards as they resumed whatever it was they were doing before he arrived. He didn't know exactly what to feel right now. Part of him was extremely grateful to them for allowing him to stay in their guild hall, but another part of him felt...strange. Here he was a person with no magical abilities to speak of, in the midst of an entire guild full of nothing but wizards.

Mirajane and Makarov were also at the counter, with the former being behind it and the latter sitting cross-legged on top of it. Mira seemed to notice Ben's reluctance to join the others.

"What's wrong, Ben? Is everything alright?" Mira asked, concerned.

Ben turns around in his seat to face Mirajane, a slightly awkward look on his face. "Yeah, I'm fine. I guess I just feel a little out of place is all."

"Whatever would make you feel like that?" the white-haired beauty wondered.

"I dunno," Ben sighed. "I mean, I'm not even a member of your guys' guild or anything. Do non-members usually stay here as guests?"

Mirajane tapped her chin in thought, seemingly trying to recall an instance of a guest staying at the guild who wasn't a member.

"Hmm... I can't say I remember it ever happening before." She looked at Ben and beamed. "I guess that makes you the first one!"

Before Ben could think of a response, Natsu barges into the conversation by slamming his hand on the bar counter, an excited grin on his face yet again. "So, Ben! What do ya say to Round Two?!"

Ben sighed, exasperated. "Didn't we already talk about this? We had a deal, Natsu."

"Yeah, yeah, whatever! Come on, man!" Natsu urged. He then begins to punch the air as he talks, similarly to how a boxer would fight. "If I have to sit around in here all day, I'll-"

Suddenly, Natsu's rambling was cut off by an armored fist to the top of his head once again, sending shivers up the Dragon Slayer's entire body. Ben turned to his right to see that Erza had stepped over and was visibly displeased with the fire-breather's actions.

Mirajane smiled. "Oh my goodness."

"What did I say?!" Erza growled. "You are not to challenge Ben to another fight, do you understand?!"

"Yes, ma'am!" Natsu trembled.

With that, the pink-haired wizard quickly scrambled away, leaving Ben, Erza, and Mirajane to watch as he ran off.

"Thanks for that." Ben turned to Erza. "I don't know how many times I have to tell him no before he takes the hint."

Just then, Happy entered the conversation, wearing his usually happy smile.

"That's Natsu for yah." He chimed.

And just like that, Happy flew off, leaving Ben slightly bewildered. However, it was then that Erza spoke up, snapping Ben out of his bewilderment.

"I swear, sometimes I don't know what to do with him..."

"Well, it looks to me like you handle it well enough." He commented.

Erza simply sighed as she placed her armored hand on her forehead, shaking her head in frustration. However, she quickly recovered and returned her attention to Ben.

"So, Ben, it seems all anyone can talk about is how you defeated Natsu in combat. You must be quite the wizard." Erza commented.

Ben internally sighed from that comment. Ever since he had beaten Natsu, everyone had been talking about what a talented Take-Over wizard he was, despite how many times he told them he didn't use magic. Erza then took the seat at the bar to Ben's right and turned to him.

"I wouldn't really call myself a wizard," Ben said.

Erza cocked a brow. "And why's that?"

"Well, because I don't use magic." He explained. "I can't even use it in my world, let alone this one."

Ben turned to face Erza to see that the armored wizard was staring at him in utter confusion, clearly taken aback by what he had just said.

"'My world'?" She echoed. "What exactly are you referring to?"

Ben's eyes widened slightly from surprise. He had figured someone would've told Erza about his otherworldly origins by now. It had been a little bit since the fight ended. So, just as he did with everyone else earlier, he explained to her how he was from another universe. Luckily, Mirajane was there to help him with that a small bit. At the end of his explanation, Erza looked more than a bit surprised.

"You say you're from a world alternate to our own? How is that even possible?" Erza queried.

Ben nodded in understanding. "Yeah, I know it must sound pretty crazy. I mean, this world doesn't seem to have the kind of advanced technology to make those kinds of observations, so I'm not really surprised that the idea is foreign to most people."

Erza didn't respond and instead shifted her gaze directly into Ben's eyes with a serious look in her own. It was almost as if she was looking straight through him, oddly enough.

Before Ben could question the look Erza was giving him, the scarlet-haired wizard's attention was drawn by something behind him. When Ben turned around to see what it was he saw that Makarov looked a noticeably sleepier than he did only moments ago. Mirajane also noticed this and looked slightly concerned.

"Sir? Is something wrong?" Mira questioned.

"I'm fine... Just sleepy..." He replied.

Makarov's tired face then grew slightly darker, much to Ben's confusion.

"He's coming..."

Just then, Ben noticed that Mira's eyes seemingly became heavier all of a sudden. "Mira...?"

Mirajane didn't respond as her eyes closed, and she fell limp on the floor, sound asleep. Ben would've stood up and tried to help her, but then he felt his own eyes getting heavier. What was happening?

Over in the rest of the guild hall, Gray and Elfman, as well as everyone else, looked either considerably tired or pained, much to Ben's confusion. What did Makarov mean by that? "He's coming"? Who was "he"? Ben would've asked if he could, but he couldn't find the strength to for some bizarre reason.

"Not again..." Gray groaned.

Everyone around the guild hall began to drop like flies: Natsu, Gray, Elfman, Happy, Lucy, Levy, Jet, Droy, Wakaba, and everyone else. Ben couldn't stay awake any longer himself, as his the left side of his head fell flat onto the bar counter. Erza was the last to succumb to whatever this phenomenon was, with her head also landing firmly on the counter.

After everyone, save for Makarov, was sound asleep, a figure entered through the entrance of the guild hall. It was a man; that was the only discernible feature about him. He wore a dark blue cloak with an upturned collar, which was held together by two red buttons tied together with white string. His arms and legs were covered in bandages, and he wore dark blue gloves on his hands that matched his cloak. He also sported a dark blue bandanna on his head that obscured his eyes, with a silver forehead protector. He had a dark green cloth which was wrapped around his neck and face, obscuring everything from his nose down. His upper legs were covered in bizarre, dark blue pants that puffed out, ultimately resembling upside-down bells with two silvery-gray stripes on either one. Around his waster, which was obscured by the aforementioned bell-like pants, he wore two dark green belts, similar to the larger dark green strap with a silver buckle which was slung over his right shoulder. The man carried a wooden staff with a fan-like end to it in his right hand.

The oddly-dressed man steadily approached Makarov, and made a left, walking over to the bulletin board to the left of the bar. Above this board read, "Request Board." This was where the multiple wizarding jobs that came in from all over were posted, and could be taken by any wizard looking for work.

The bizarre man walked over to the board, ripped a flier off of it, which appeared to have the image of a large, reptilian monster on it, and walked back over to Makarov, who simply looked up at him.

"Mystogan..." Makarov said.

The masked man, now known only as "Mystogan," spoke up, but in a low, monotone voice.

Mystogan held up his flier and simply said, "I shall return..."

"No, wait. Lift your sleeping spell before you leave." Makarov ordered.

Without responding, Mystogan glanced to his left, to see Ben and Erza sleeping with their heads on the bar counter. He looked at Ben in particular for a moment, leading Makarov to also turn to the young shape-shifter. Any expressions the mysterious wizard may have been making were hidden by his bandanna and mask.

"What is it?" Makarov asked, curious.

Mystogan continued to stare for a brief moment, not saying a word. However, he then turned around and began to walk away, job request in-hand. As he made his way back through the guild hall, he spoke to himself.

Mystogan passed by several tables and started his countdown. "Five..." he walked past several wizards lying on the floor. "Four...Three..." As Mystogan made his way to the exit, he continued counting down. "Two... One..."

With that, the mysterious man disappeared completely, fading away in an eerie blur.

After he had disappeared, almost everyone in the guild immediately came to, with their eyes shooting wide open. There were a scarce few who didn't awaken instantly, with those few being Natsu, Ben, and Erza, as well as some others around the guild hall.

Ben's eyes looked strained for a moment before they slowly started to flutter open. After a couple of seconds, they finally refocused.

The first thing Ben saw upon completely opening his eyes was the sleeping face of Erza, much to his surprise. For a moment, he couldn't help but stare at her, that is until he regained his awareness and picked his head up off the table. He then looked around, seeing that most of the wizards were now picking themselves up from the floor.

Erza woke up shortly after Ben did, and also picked her head up. She placed her armored palm on her forehead, seemingly still reeling somewhat from whatever just happened. Ben could definitely relate. What was that? Everyone was fine one moment, and then the next thing he knew, everyone was falling to the floor dead asleep.

It almost kind of reminded Ben of the ability of a new form he had unlocked a month prior arriving in this universe. He inwardly sighed in distress. That form had earned him quite a bit of laughing and mocking from Kevin for over a week while Gwen commented on how cute it was.

He shook his head from that memory and snapped back to reality.

"Oh, man…" Jet moaned. "Was Mystogan here?"

Droy rubbed his eyes. "What a jerk..."

"Does he have to put us to sleep every time he comes here?" Levy groaned.

Ben had overheard what the trio of wizards had just said from a table not too far away from the bar counter.

'Mystogan? Who's that?' Ben wondered.

Lucy groggily walked over to the bar counter where Makarov was with a sleepy look on her face, rubbing her eyes all the while. "Who's this Mystogan guy?"

"I was about to ask the same thing," Ben said.

Both Gray and Elfman walked over to the bar as well, standing right beside Lucy.

"For one, he's a contender for Fairy Tail's strongest wizard," Elfman answered.

Ben turned to Elfman, sleepy but still surprised. "Really?"

Lucy rubbed her eyes, and questioned, "He's that strong?"

"Yeah..." Gray nodded, "and for some reason, he doesn't want anyone to see what he looks like. So, whenever he comes here to take a job, he casts a sleeping spell."

Ben, now having fully recovered from his bout of sleepiness, turns around in his seat to face Gray with a slightly suspicious look on his face.

"That's kinda creepy..." Lucy commented.

"Right? Why wouldn't he want people to see what he looks like?" Ben asked.

Gray shrugged. "Nobody knows..." He glanced over at Makarov. "Master Makarov is the only person here who's ever gotten a good look at his face..."

"That's not true. I've seen him before..." a voice spoke out.

Everyone was surprised to hear the new voice speak up, including Ben, and turned to its source. Standing on the second floor of the guild hall was a tall and muscular man that appeared to be in his early twenties. He had spiky, blond hair which was slicked back, with several spiky strands pointing backward, and a few small tufts hanging down on his forehead. He had a very distinctive, lightning bolt-shaped scar over his right eye and eyebrow. He wore a pair of partially-rounded headphones, with each one possesses a single, large spike in the center. He wore a mustard-yellow shirt with black, leopard-like spots on the shoulders, collar, arms, and sides. Over the top of this shirt, he wore a large, black coat with bluish-gray fur trimmings, which was hung lazily over his shoulders. He also wore wine-red pants, and plain, silvery-white shoes.

The man was currently leaning his right elbow on the railing, with his hand holding his head as he wore a snide grin as he chuckled lightly to himself.

Several individuals around the guild walked over below the balcony and looked up at this blond, headphone-wearing man with slightly surprised expressions. Ben and Erza both got up from their seats at the bar to do so as well.

One of the aforementioned individuals was a man who was roughly in his mid-thirties. He was a slim, mildly muscular man of average height, with short, slicked-back dark blue hair. He had linear, dark eyebrows, dark eyes, and a prominent nose with a flat, rectangular front. The lower half of his face was covered in a considerable amount of stubble, which includes a thin mustache. He wore a high-collared, knee-length white jacket with the sleeves rolled up, and blue trim, as well as blue innards. Underneath this, he wore a black shirt, tucked into a pair of brown pants held up by a white belt with a golden buckle.

This was Macao Conbolt.

"Laxus!" Elfman called out.

"Talk about rare," Macao commented.

"You're never here," Wakaba added.

"And here's another contender," Gray said flatly.

Ben looked to Gray, slightly surprised, and then turned back to the blond, scar-faced wizard, known as Laxus. Ben had no gauge of what a powerful wizard looked like in this world, having only been in this magic-filled universe for less than a day. The only powerful wizards he had ever encountered were Hex, Charmcaster, and Adwaita. But after meeting Natsu, Erza, and several other wizards of the Fairy Tail guild, he was beginning to realize that there was a lot more variety in magic in this world than in his.

"Mystogan's just a little shy. You should all respect his privacy." Laxus grinned snidely.

Laxus hadn't said more than a few words, but Ben could already tell that he didn't like his tone.

It was then that Natsu's eyes finally jolted open, Mystogan's sleeping spell having only just now worn off for him. The Dragon Slayer quickly jumped to his feet and onto a table as he looked up at Laxus with a determined expression and clenched fists.

"Alright, Laxus! IT'S TIME TO BRAWL!" Natsu yelled.

Ben closed his eyes and sighed, exasperated. "Seriously...?"

"Gettin' your butt kicked twice in one week wasn't enough?" Gray said, annoyed.

"Yeah, pal. If you can't even win against the redhead, why bother with me?" Laxus mocked with an amused grin on his face.

It was then that Ben could feel a strange air coming from his left. He turned to see Erza glaring up at Laxus with an incredibly dark expression. Ben certainly hadn't seen her like that before.

"What was that?" Erza snarled.

"No need to get all worked up, Erza." Gray lifted up his hands in a placating gesture, trembling slightly.

Laxus simply scoffed at Erza's obvious anger towards him as well as Gray's attempts to placate her. "Word on the street is the Fairy Tail guild has a new special guest." The blonde wizard stated. Laxus then glanced over to Ben, which the Omnitrix bearer was quick to notice. The more this guy spoke, the less Ben liked him. "...and that he gave 'Natsu the Salamander' the biggest thrashing this week." he taunted.

"HEY!" Natsu shouted indignantly.

"Talk about pathetic." Laxus sneered. "You challenge some nobody fresh off the streets and lose to him. Then you think you have what it takes to go up against me?" The blonde man simply laughed.

Ben's eyes narrowed at Laxus, who was laughing up a storm. He wasn't even necessarily mad about the arrogant insult the blond-haired man casually threw at him. He was more angered by the fact that he was speaking in such a condescending way to people who were, at least in Makarov's eyes, supposed to be his "family." Erza seemed to feel the same way as she angrily stepped forward, standing tall and firm, glaring at Laxus.

"If you have something to say then come out and say it!" Erza yelled.

Laxus ceased his cackling and outstretched his arms. "I'm saying that I'm the guild's strongest wizard."

Natsu gritted his teeth and narrowed his eyes up at Laxus. "Then come down here and prove it."

"You come to me, little man." Laxus talked through his teeth, speaking in a mocking tone.

"With pleasure!"

Natsu then hopped off of the table he'd been standing on, rushed over to the bar, and jumped over the counter, heading towards the staircase behind it that led to the second floor of the guild hall. However, Natsu was stopped in his tracks when Makarov's left arm suddenly stretched out, with his fist becoming at least five times larger than the old man's entire body, and slammed down on Natsu, pinning him underneath. Needless to say, Ben was not expecting that at all, especially not from Makarov. Neither was Lucy or Mirajane, judging from their shocked expressions.

"Whoa," muttered Ben.

Makarov wasn't even facing Natsu, but instead had his eyes closed and head lowered as he faced forward, a very serious aura about him, unlike anything Ben had seen from him until now.

"You're not allowed on the second floor, Natsu. At least not yet..." Makarov reprimanded.

Laxus rested his chin on his wrist and scoffed. "Think yah made him grumpy..."

Natsu's face only grew angrier with Laxus's comment as he struggled against Makarov's massive left fist, but to no avail. "Shut up!"

"That's enough outta you, Laxus!" Makarov chastised.

Ignoring Makarov's demand, Laxus stood tall, an arrogant, condescending grin on his face as he looked down at everyone present in the guild hall.

"The most powerful one in the guild isn't a chick or some hooded weirdo. Ya wanna know what the strongest wizard looks like?" Laxus paused to point at himself. "You're lookin' right at him!"

Ben could only glare at Laxus as did everyone else, all of them thoroughly angered by everything the arrogant man had said. It appeared that there were jerks in this world like there were in Ben's, and Laxus was just the first one he'd met.

'And hopefully the only one...' Ben mused dryly.

...

Later, once the sun had gone down, and most of the Fairy Tail wizards had left for their respective homes, Mirajane, Lucy, and Ben were at the bar counter yet again, with Mirajane standing behind it, while Lucy and Ben sat on a couple of stools in front of it.

"Hey, Mirajane, lemme ask ya something, what was the Master talking about earlier?" Lucy inquired. "Why can't we go up to the second floor?"

"Yeah, I was gonna ask about that too." Ben included. "He seemed pretty serious about it."

"That's because that area is reserved for advanced members of the guild. The jobs that are listed on the request board up there make the ones down here look like child's play in comparison. They're called S-Class quests." Mirajane replied.

"S-Class...?" Ben echoed.

Mira nodded and explained, "They're jobs so dangerous that one wrong move could be your last. But, with that risk, comes a higher reward."

Ben nodded in understanding. From what he knew about this world, apparently fighting a band of thirty-plus bandits was considered a low-paying wizarding job, or at least in comparison to other jobs. It was still somewhat of a bummer to Ben that these wizards got paid for doing essentially what he did back home; however, he was hardly concerned about it. Especially since it sounded like they made just as many people happy on a daily basis as he did, or at least used to before the Plumbers received their new gear.

"There are only five people in the entire guild who are considered S-Class. That includes Laxus, Mystogan, and Erza." Mira continued.

Ben's eyes widened from surprise after hearing that. He heard from Happy that Erza was the strongest woman in Fairy Tail, but he hadn't expected her to be one of the guild's S-Class members. She seemed so different from Laxus and Mystogan, the latter of whom was so secretive he couldn't even let people see his face, and the former of whom was an arrogant jerk who talked down to his fellow members. For the most part, she seemed just like everybody else in the guild, despite being one of the most powerful wizards in it. He gained a new level of respect for her just then.

Mirajane turned to Lucy. "But I wouldn't worry about it if I were you, Lucy. In my opinion, there's no amount of money worth risking your life over."

"Yeah, no kidding." Lucy agreed. "Especially not after today's little mishap..."

Ben simply nodded in agreement.

...

After a while, Lucy took off back to her apartment in Magnolia, with Mirajane heading off to wherever it was that she stayed. Before the white-haired beauty left, she made sure Ben knew where everything was, just so he'd know his way around the place.

Right now, Ben was currently sitting on a bench at one of the many tables in the main room of the guild hall, seeing as he couldn't sleep. After all, how could he? So many things had happened in only one day, and he was only just now getting the opportunity to process all of it. He'd met a strange professor and had been sent to another universe, seen magic the likes of which he'd never seen before, been introduced to an entire guild full of wizards, fought a guy who had been raised by a dragon, been put to sleep by a mysterious wizard, and had an encounter with who was undoubtedly the biggest jerk he'd met in this crazy world he's found himself in.

Even by Ben's standards, this had been quite the experience. Sure, he'd traveled to another universe before, but that was nothing like this one. And he still had no idea how he was going to get back home. The QDG had vanished, leaving him stranded here, and it would seem Paradox has yet to discover his current location in the multiverse. Surely if he had, he'd have come to take Ben back to his own world by now.

"Can't sleep?"

Ben turned around, to see Makarov standing behind the table he was sitting at. The elderly man then hopped up onto the opposite bench, and subsequently onto the table.

"Oh... Yeah, I guess..." Ben replied sheepishly.

"It's been quite the day for you, hasn't it, Ben?"

The Omnitrix bearer chuckled lightly. "Yeah, you could say that. It's been a while since I've been anywhere this exciting, that's for sure."

Makarov simply smiled as he sat down on the tabletop, to Ben's immediate left. "I'm terribly sorry you had to deal with that unpleasantness earlier with Laxus. I'm constantly at my wit's end about what to do with that boy, and Mystogan stopping by the guild was unexpected, as it always is. That you would have to fall victim to his sleeping spell on your first day here..." the elderly man paused.

Ben simply waved it off. "It's okay. You don't need to worry about it, really. I've dealt with way worse."

For a moment, everything was silent until Makarov finally spoke up again. "So, tell me, Ben... What do you think of the magic you've seen in this world?"

The superhero turned to Makarov and then turned back ahead to the guild hall's main entrance.

"Well," said Ben, "I've only seen two kinds of magic here so far, but they were still pretty impressive."

"Yes. Natsu's, and Lucy's too." Makarov commented. "But surely you've heard from some of the others what they are capable of as well."

That much was true. Over the course of the day, several wizards had approached him not only to congratulate him, but some of them also informed him of some of the different types of magic that they use. Wakaba used Smoke Magic, which allowed him to control the smoke that came from his pipe and use it for various purposes. Macao used a type of magic called Purple Flare which allowed him to manipulate purple flames that could take multiple shapes, Levy used a type of magic called Solid Script, which allowed her to use a magic pen to write different words in the air that all take on the attributes of the word itself, such as the word "Iron" made out of iron. There were others as well, like Jet and Droy. All of their abilities sounded amazing.

"So, with that in mind," continued Makarov, "what do you think about the magic of this world as a whole? Is it perhaps similar to things you've seen in your own world?"

Ben thought for a moment before he responded. Although he did think of one, he wasn't quite sure where Makarov was going with this.

"Well... I have to admit... most of the different types of magic I've seen or heard about, chances are I can probably turn into something that can do roughly the same thing." Ben remarked.

Makarov, who had his eyes closed and head lowered, nodded a couple of times in understanding. "I see..." The Fairy Tail master then opened his eyes, and turned to Ben, looking directly into his. "Then why do you claim that you are not a wizard?"

Now Ben knew what Makarov was getting at. Several members of the guild had referred to him as a Take-Over wizard, despite his many corrections on the subject. "Because wizards use magic. My powers come from technology, not magic, so I'm not a wizard." Ben replied.

Makarov let out a long sigh, before looking forward at the entrance to the guild. "There is much more to being a wizard than simply wielding magic. Power can come from all kinds of sources: light, darkness, magic, and science. Where it comes from is insignificant in comparison to what the holder does with it. It is what we choose to do with the powers we possess that makes us who we are." The old man said wisely. "Fairy Tail wizards make the most of what we have, cherish the time we share together as a family, and live every day to the fullest. That is what it means to be a wizard to us..." he turned to the shape-shifting hero."And you, Ben Tennyson, would make an excellent wizard."

Ben simply stared at Makarov, slightly wide-eyed. He didn't know exactly what to say to that. By that logic, it made sense that everyone thought of him as a wizard. Here he was, stuck in a world entirely separate from his own, but he didn't appear to be too outwardly fazed by it. While he was indeed still worried about how he would get home, he hadn't shown it outwardly all that much.

To the wizards of Fairy Tail, that practically made him one of them. He wasn't sitting around feeling sorry for himself or complaining about being essentially stranded. He was making the most of his situation, despite the circumstances. However, Ben then noticed something about what Makarov had said.

"Are you...trying to recruit me?" Ben chuckled lightly.

"I am simply offering you a chance. I've sent a letter to an old colleague of mine on the Magic Council, requesting he look into any kind of magic that could send you home. If, however, there isn't any, I will offer you a place here for as long as you wish to stay."

Ben's eyes widened even further with that. It went without saying that Ben was shocked; however, more than anything, he was touched. Makarov described this guild as his "family," and he was already willing to trust Ben enough to offer him a place in it.

The shape-shifter smiled and turned to the floor. "Thank you. I really do appreciate it...but..." he looked back at Makarov, "…I'd like to go home."

Makarov closed his eyes and nodded. "I understand. Still, my offer stands."

Makarov then stood up, hopped down to the floor, and stretched his arms. "Now, I think I need to rest these weary old bones." He stopped stretching and looked back at Ben. "Goodnight."

With that, Makarov walked back into the back section of the guild, where he too was sleeping. He refused to let a guest of the guild stay there without providing protection for them, even if they could clearly defend themselves.

Ben remained in the main hall for a while longer, continuing to mull over everything that happened today. Eventually, he thought he might finally be able to get some sleep.

"I guess I should head off to bed too." He muttered.

He was about to stand up and head off to the back section until he noticed something moving inside the guild hall. It was dark, but not so dark that he couldn't make things out. He looked up, to see Happy, floating close to the ceiling using his wings, clearly trying to be inconspicuous. He saw the blue feline fly to the upper floor of the guild hall, which immediately raised a flag in Ben's mind.

A few moments later, he saw Happy flying away from the second floor and towards an open window, carrying a piece of paper in his paws. Ben waited for the flying cat to exit through the window before standing up, his suspicions raised immensely. He had no doubt in his mind that what Happy just flew off with was one of the S-Class quests Mirajane told him about earlier.

"This can't be good..." Ben stated.

**Notes for the Chapter:**

> A/N: In all seriousness...y'all want Ultimate Cannonbolt?
> 
> Next Chapter: Galuna Island, Part I


	3. Galuna Island I

**Ultimate Fairy**

**Chapter 3: Galuna Island**

**Part I**

…

Ben remained in the main hall for a while longer, continuing to mull over everything that happened today. Eventually, he thought he might finally be able to get some sleep.

"I guess I should head off to bed too." He muttered.

The teen hero was about to stand up and head off to the back section until he noticed something moving inside the guild hall. It was dark, but not so dark that he couldn't make things out. He looked up, to see Happy, floating close to the ceiling using his wings, clearly trying to be inconspicuous. He saw the blue feline fly to the upper floor of the guild hall, which immediately raised a flag in Ben's mind.

A few moments later, he saw Happy flying away from the second floor and towards an open window, carrying a piece of paper in his paws. Ben waited for the flying cat to exit through the window before standing up, his suspicions raised immensely. He had no doubt in his mind that what Happy just flew off with was one of the S-Class quests Mirajane told him about earlier.

"This can't be good..." Ben stated.

...

Meanwhile, Lucy was currently walking through Magnolia on her way down the stone-paved path back to her apartment as she thought to herself excitedly.

 _'Wow! Mystogan and Laxus! That is_ so _cool. I can't believe how many famous wizards there are in Fairy Tail!'_ She grinned slyly. "And I think I'm starting to figure out how everybody's ranked within the guild."

As she entered her apartment building, which appeared not much different from your average house, she continued to talk out loud to herself.

"Gotta start workin' my way to the top!" she proclaimed.

With that, Lucy turned the doorknob to her apartment and opened the door. However, what she found inside was unlike anything she expected. There, on her bed, was both Natsu and Happy, the fire-breather having abandoned his vest and was doing sit-ups and the blue feline lifting a large dumbbell, or at least for his size anyway.

"Welcome home!" Natsu greeted, doing sit-ups.

"Sup?" Happy resumed lifting his dumbbell.

"AAAAAAAAHHHH!" Lucy rushed over to Natsu and Happy and kicked them both out of her bed, much to their discomfort and pain. "YOU GUYS STINK!"

As Natsu and Happy got up off the floor, Lucy angrily pointed out the window. "Why don't you jerks work out at your _own_ house?!"

Natsu grinned happily. "Now, Lucy, if we wanna work together like a team-" He pulled out a pink dumbbell, "-we gotta train like one!"

"We thought you'd like the _pink_ dumbbell." Happy added.

"I DON'T CARE _WHAT_ COLOR IT IS, I'M _NOT_ LIFTING WEIGHTS WITH YOU!" Lucy yelled angrily.

Ignoring Lucy's angry outburst, Natsu and Happy then get on the floor, and began doing pushups.

"We gotta kick it up a notch if we wanna beat Laxus and Erza. And Ben too!" Natsu claimed.

"Aye, sir." Happy agreed.

"I just want a little peace and quiet, now GET OUT!" Lucy demanded.

Natsu and Happy then begin doing pushups at a faster rate, both of them now whispering as they talk, and picking up greater speed with their pushups by the second.

"Don't worry, we'll train quietly, Lucy!" Natsu whispered.

"Why does this kinda stuff always happen to _me_...?!" Lucy cried comically.

Natsu then ceased his pushups with Happy following his example. For a brief moment, everything was silent, until the fire wizard spoke, "I've made a decision..."

Lucy turned back to Natsu, a puzzled look on her face with Natsu turning up to look at her, wearing his usual confident grin.

"Our team is ready for the big time: S-Class!" he declared zealously.

With that, Happy hopped up onto Lucy's desk and held up a piece of paper that had a large, red circle stamped on it with a large "S" in the middle and the word "Class" next to it. The circle had a stylized pair of both angelic and demonic wings on it.

"Yeah! Check it out!" Happy said.

Upon seeing the flier for what was undoubtedly an S-Class quest, Lucy's eyes nearly bulged out of her head as she took an unconscious step back.

"HOW DID YOU GET THAT?!" Lucy cried, mortified. "I THOUGHT WE WEREN'T ALLOWED TO GO ON THE SECOND FLOOR!"

"Well, I just flew up to the top, and _took_ it!"

"YOU LITTLE CAT BURGLAR!" she yelled.

A cheeky grin spread across Happy's face from Lucy's reaction. Natsu put his vest back on and approached the two.

"Since this is our first S-Class quest, we decided to go with the smallest reward we found on the board." He grinned happily and gave a thumbs-up. "But seven million is still a lot of Jewel!"

Lucy turned to Natsu and stated, "But we're not ready for it! If the Master knew we had this job request, he'd be _furious_!"

"Yeah, but I think he'll end up being proud of us if we actually pull it off." he retorted nonchalantly.

Lucy simply sighed in irritation as she sat down at her desk and crossed her legs, her palm resting on her cheek.

"You know," said Lucy, "this may be the dumbest thing you've ever done, Natsu. If you wanna rise up the ranks, you should try following the guild's rules."

"Geez, we're never gonna make S-Class with _that_ kinda attitude." Natsu grumbled.

"You can handle this on your own. I'm staying right here." asserted Lucy.

Happy held up the flier and mentioned, "But the job is saving a tropical island!"

This caught Lucy's attention as she looked at the paper curiously. "Really?"

Natsu leaned on the desk as he and Happy both stare at the blond wizard silently for a moment, until their expressions both grow intentionally darker. They spoke in the typical "ghostly" voice, thoroughly creeping Lucy out.

" _It's the cursed island of_ Galuna _...!_ " Natsu and Happy said simultaneously.

"No way! Definitely not going now!" Lucy freaked out.

" _I'll give you half the fish I catch, Lucy...!_ " Happy goaded.

"WHAT KINDA INCENTIVE IS THAT SUPPOSED TO BE?!" the blonde yelled.

Lucy then calms herself and folds her arms, having had enough of her two friends' antics. "Hmph..."

Seeing that their attempts to convince her were of no use, the Dragon Slayer and feline finally decided to leave. However, instead of opening the door to do so, they opened the window by Lucy's bed.

"Fine." relented Natsu. "We're outta here."

"Aye," Happy chimed.

"That's the best idea you've had all day." Lucy commented. She opened her eyes and saw the method in which Natsu and Happy were leaving. Happy sprouted his wings and flew out with Natsu grabbing onto the blue cat's tail as the two floated to the ground.

"Hold on...!" Lucy pointed angrily to the door. "For crying out loud, would you use the door?!"

Lucy then turned around, huffed, and placed her hands on her hips, seemingly exhausted simply by those two having been in her apartment. However, she then glanced to her right and noticed something. The S-Class flier was still lying on the floor!

"Oh no! They left the job request here!" Lucy placed her hands on her head in panic. "Now everybody's gonna think _I'm_ the one who stole it! What'll I do?!"

Just then, Lucy's eyes widened when she looked at the flier again. She then picked it up and examined it more thoroughly; growing even more surprised once she'd done so. "Is this for real? On top of the giant reward, you also get a _Gate Key_?!"

On the flier right below the listed reward of seven million, there was the silhouette drawing of a key, which read "Gold" next to it. Lucy hummed in thought for a second before smiling slyly.

Natsu and Happy, the former of whom wearing what appeared to be a brown sleeping bag strapped over his arms, were walking over the bridge directly in front of Lucy's apartment building; though it looked like they were moving at a slower pace than they normally would have. They were simply biding their time, until...

"Wait up, you guys! I've decided to come along!" Lucy called out.

There she was, rushing to catch up with her two friends, and now wearing a sleeveless, orange, zip-up tank top with a white trim and white straps, as well as a blue jean skirt. She was carrying the S-Class flier, leading Natsu and Happy to grin, seeing now that their plan had worked.

…

And with that, Lucy, Natsu, and Happy were off, walking through Magnolia with their spirits high in anticipation of this S-Class quest. Lucy may have objected at first, but with the promise of a Gold Gate Key, her objections practically vanished.

"So, it looks like we're off to Hargeon then!" Lucy said happily.

"Yep!" Natsu grinned. "Man, I'm so excited! This is gonna be _awesome_! Right, Happy?"

"Aye, sir!" Happy replied.

Lucy's eyes then widened slightly as a thought crossed her mind. She turned to Happy with a somewhat concerned expression. "So you're _sure_ nobody saw you make off with this request?" she asked hesitantly.

Happy smiled and responded, "Positive!"

"Relax, Lucy!" Natsu assured. "Who would've seen him take it? It's not like people hang out at the guild _overnight_."

Lucy stopped walking as Natsu and Happy continued, staring at the two incredulously. "Seriously...? Did you idiots already forget that Ben is staying at the guild, and that Master Makarov is staying there too?"

Natsu and Happy stopped dead in their tracks. The two then turned to each other with blank, wide-eyed expressions, clearly having forgotten all about Ben.

"I'd say that's pretty obvious." An eerie voice said.

The Fairy Tail trio nearly jumped out of their skin when they heard this new voice. They swung to their left and looked up, to see an individual, cloaked in blue, sitting on a rooftop looking down at them. They'd seen that blue and black figure before. It was during Natsu's fight with Ben. It was the icy, vapor-breathing alien known as Big Chill!

"BEN?!" the trio shouted.

Without saying a word, Big Chill unfolded his wings, shoved himself off the roof, and floated gently to the ground. He then looked down at the three wizards before him as he was a good foot-or-so taller than them. Needless to say, the trio was still nervous, especially now that Ben was standing directly in front of them.

Natsu and Happy pulled themselves together well enough, but Lucy was still visibly shaking. She'd seen what Ben did to Natsu earlier, and she did not want to be on the receiving end of any one of his transformations.

"Ben...! Wh-what are _you_ doing here?" Lucy asked nervously.

"I could ask you the same question." Big Chill retorted.

Lucy flinched for a second upon hearing Big Chill's response. His insect-like appearance wasn't exactly what she'd consider to be welcoming, especially at this time of night. His naturally eerie voice didn't do anything for her growing anxiety either.

"Well... Y-you see, we were just-" Lucy stammered.

"I saw Happy flying off with the S-Class job." Big Chill cut in. "Don't try to hide it."

Lucy turned to Happy angrily. "WHY DIDN'T YOU SCOUT THE GUILD HALL FIRST?!"

Big Chill simply sighed with a cold mist coming from his teeth as he crossed his arms. "What happened to, 'No amount of money is worth risking your life over'?"

Lucy shifted her gaze away timidly. "Well, you see, I..."

Natsu then stepped forward, his fists clenched and his face and overall features full of determination. "But it's not just about the money, man! We gotta do somethin' to prove ourselves! If we pull this thing off, then Gramps is sure to make us S-Class!"

The Necrofriggian stared at Natsu for a moment with narrowed eyes. He hadn't known the Dragon Slayer for more than a day, but he already had a decent gauge of him. Natsu was the kind of person to break the rules, but only if he thought everything would work out in the end, and that nobody would get hurt. He cared about other people too much for that. However, based on what he's learned about his newly-acquired pyromaniac of a friend, and what Mirajane told him earlier about these S-Class quests, he was most likely in over his head.

Big Chill then reached up and tapped the Omnitrix dial on his chest, turning back to Ben in a flash of green. He then held out his hand to Lucy, who was still holding onto the job request.

"Lemme see it." He demanded.

"But why...?" Happy asked.

"Because I wanna know how far in over your heads you guys are." He answered.

Lucy, who was beginning to sweat from apprehension, looked at Natsu, who looked back at her with a serious expression, and nodded, signaling her to hand the flier to Ben. Lucy did what her teammate suggested and timidly handed over the paper. She was still incredibly nervous that he'd turn into one of his aliens and do what he did to Natsu earlier in the day.

As Ben took the paper from Lucy, the first thing he saw was "Help us," in big, bold letters at the top of it. Directly below that, there was a picture of what appeared to be an island with a few mountaintops. Below that, was the job description itself. Ben began to read, and was surprised by what he saw.

The job was a request for any wizard to come and lift the curse of a place called Galuna Island. There was a village on the island, and the people who resided in it had been afflicted by this curse for three whole years.

That was the trigger for Ben. After eight years of his hero career, he'd developed certain instincts, and now, they were starting to kick in. He couldn't find it in himself to ignore anyone who needed help, and these people had been suffering from this curse for a long time; longer than anyone should have to, that's for sure. Mirajane had informed him of how perilous these S-Class quests could be, and he still believed Natsu, Happy, and Lucy had no idea what they were getting into, but even so, he made a decision in that moment.

Ben closed his eyes and sighed. "Alright..."

The trio of wizards simply looked at each other confused and looked back to Ben.

"'Alright'?" Natsu repeated, bewildered.

"What's 'alright'?" Happy questioned.

Lucy started trembling and squeaked, "Are you gonna try to take us back to the guild?"

"No..." he opened his eyes, "I'm going with you."

For a moment, the only sound that could be heard was the chirping of crickets. Natsu, Lucy and Happy stared at Ben with blank expressions while his own serious look lessened into one of confusion. He thought they'd be relieved that he wasn't going to take them back. After all, he easily could. He retained this puzzled mien for a moment longer, until the trio's jaws dropped almost completely of their heads.

"WHAT?!" the trio shouted, shocked.

Ben jumped slightly from their reactions. He wasn't expecting them to freak out like that. Lucy was the first to recover from her shock.

"But why?" Lucy inquired, confused. "You're not even in a guild! Is that even allowed?"

Ben turned to her and countered, "Well, you guys aren't S-Class wizards and you're taking an S-Class quest. So the rules are already out the window, aren't they?"

"I guess that's true." She admitted.

"And besides, I wanna help these people." The teen hero added. "I can't ignore people who need help. I'm not built like that; it's not who I am."

The three wizards looked at Ben with wide eyes. He looked at that job request, and immediately changed his attitude. However, what surprised them more was that it didn't seem like he even glanced at the reward, which was written in pretty big print at the bottom. Was he really only interested in this because he wanted to help the people of the island? That was what they wanted as well, but they still took note of what they'd receive in return.

"So you're not interested in the reward?" Happy asked.

Ben blinked. "Reward?"

The jaws of the wizarding team dropped yet again when they heard Ben say that. He really did only read the job description!

" _Yeah_ , the reward! At the bottom! You really didn't see it?! It's huge!" Lucy yelled.

Ben lifted up the flier again and looked at the bottom. It read "7,000,000 Jewel." The Omnitrix bearer had obviously never heard of such a thing, but he quickly surmised that it was the currency of this world or at least the country of Fiore anyway.

He also noticed that underneath the reward was the drawing of a key that said "Gold" next to it. He could only assume that meant in addition to seven million Jewel, the responding wizard would also receive a Golden Gate Key, like the ones Lucy has. That must be why she agreed to go along with the job.

"Well it's not like the money's gonna do me any good. Sooner or later, I'm gonna be heading back to my own universe, so I won't need it." Ben responded. "And I don't use magic, so I don't need the Zodiac key either."

Natsu cocked a brow and folded his arms. "So, what, you just wanna help the islanders?"

The jacket-clad teen simply shrugged and nodded. "Yeah, pretty much. I mean, it'd be nice to get paid for doing what I do back home, but that doesn't really matter. Helping people who need it... _that's_ what's important."

Yet again, the three Fairy Tail members were somewhat surprised by Ben's answer. He mentioned before that he helped people in his own universe, kind of like they did here, but they were still a little taken aback. He knew just as well as they did that S-Class quests were no walk in the park, but he accepted without giving it so much as a second thought, and for nothing more than to help the people of Galuna Island.

Natsu quickly adorned his face with a wide, confident grin, walked over to Ben, and placed his hand on the Omnitrix bearer's left shoulder. "That's what I'm talkin' about! Welcome to the team!"

…

The next morning, in the Fairy Tail guild hall, Master Makarov sat down in his usual spot on top of the bar counter and was just about to start relaxing and enjoying his drink, when Mirajane came running down the stairs with an extremely worried look on her face.

"Master!" She folded her hands over her chest. "I don't know what's happened, but one of the S-Class quests is missing!"

For a moment, Makarov retained his calm and relaxed demeanor as he took a sip of his drink. However, he soon spat it out and spun around to face Mira in shock. "WHAT?!" he cried.

It was relatively quiet around the guild at this time of day, so just about everyone had heard what Mira just said, and all of them were surprised, to say the least.

"Say what? One of the jobs from the second floor is missin'?" Wakaba said in disbelief.

"But the jobs up there are S-Class quests. Anyone know who took off with it?" Macao asked.

Just as surprised as the others, a young girl spoke up as well. She was slim and of average height, with bowl-cut, lavender hair, with her fringe covering part of her forehead. She wore a dark red bow on the top of her head. In addition, she wore a whitish-blue coat with light blue lines on the arms and chest, which reached down below her waist, and had another red bow positioned below her turned over collar. She also sported tight-fitting, dark pants that were tucked into a pair of light-colored boots with dark soles. To top it all off, she wore a pair of simple glasses with oval lenses. This was Laki Olietta.

"Well, it's either someone really strong or really stupid." Laki commented.

Just then, the guild heard an all-too-familiar voice speak up from the upper floor of the guild hall. " _I_ know... A little blue cat flew up here and ripped it off the board."

Mirajane quickly turned to see Laxus on the second floor. He was sitting at a table with his feet propped up, his arms folded, and his eyes closed as he smirked to himself.

"It was Happy?" Mira gasped.

With Laxus's single remark, the entire guild began to mutter amongst themselves, some louder than others.

"He must've _stolen_ it for Natsu and Lucy!" Wakaba realized.

"That's crazy! What're they thinking?!" Macao exclaimed.

There was a pair of other wizards amongst the crowd who were also upset with this recent development.

One of them was a young man of average height. He had mildly long black hair that covered the right part of his face. His attire mirrored that of a fictional cowboy, save for the hat. His outfit consisted of a long, brown coat resembling a poncho with tasseled edges, together with a shirt and torn pants with strips similar to the ones on his coat hanging from their edges. He also had a studded belt with a skull-shaped buckle.

This was Alzack Connell. He was currently sitting at a table with a distasteful look on his face.

The individual leaning against a pillar nearby him was a young woman with long, straight green hair that reached down to her upper back. She had a set of long bangs framing her face, and wore red lipstick. Her attire was similar to that of a fictional cowgirl, with a tan, Western-style hat. Around her neck was a white scarf with large, yellow polka-dots. She also wore a plain blue, strapless, one-piece dress with white edges.

This was Bisca Mulan, and she too wore a distasteful mien.

"They've got some nerve, taking on an S-Class quest." Alzack commented.

"I dunno if I'd call it nerve, but it's definitely dumb." Bisca remarked.

Laxus smirked. "And it wasn't just him who wandered outta here last night. Our guild's esteemed guest strolled right on after him."

Everyone's eyes nearly bulged out of their heads with that bit of information. No wonder they hadn't seen him around this morning.

"Ben went with them too?!" Makarov yelled, wide-eyed.

"Are you serious?!" Macao slapped his forehead. "Is that kid crazy?! He has no idea what kind of dangers an S-Class mission could have in store!"

"He doesn't even know anything about taking on _regular_ jobs!" Laki mentioned.

"And he's going with Natsu and Lucy." Bisca inputted plainly.

"Who _knows_ how many things could go wrong with _that_ match-up." Alzack added.

"Takin' an S-Class quest without permission is a serious breach of the rules." Laxus smirked as he glanced down at Makarov. "Hey, Gramps! Stunt like that'll get yah kicked out of the guild, am I right?"

Makarov was simply standing on the bar counter with his arms folded, head lowered, and eyes closed, contemplating the situation as Laxus spoke.

"Not that it matters. It's not like those four losers are gonna make it back alive from an S-Class quest. One of 'em ain't even a member to begin with." Laxus said nonchalantly.

Laxus's attention was drawn by Mirajane, who had climbed the stairs, and was staring angrily at the blond man with her hands placed firmly on her hips. "Which is all the more reason you should've stopped them!"

"Oh, lighten up." He dismissed. "All I saw was a blue cat flyin' off with a piece of paper in its paws tryin' to act all sneaky, and a curious kid runnin' after it. I had no _idea_ it was Happy, and I figured there wasn't any trouble little Benjamin could get into wandering around the town at night." He looked at Mirajane. "Besides, Natsu's not cleared for S-Class. I never dreamed _he'd_ break the rules."

That was a lie, and everyone present knew it. Natsu was always finding new ways to aggravate everyone in the guild. This was just the latest and most severe way yet.

It was bad enough that the arrogant S-Class wizard let Happy fly off with the job in the first place, knowing full-well where he was going, but to let a guest of the guild go along with him was even worse. All of them could very well die on that mission, and not stopping them from going despite knowing the danger, was inexcusable, which Mirajane let him know by giving him a dark, menacing glare that would make even Ben pause.

However, Laxus didn't seem fazed by Mirajane's growing anger with him, and simply chuckled. "You haven't given me _that_ look in a while..."

"This isn't good..." Makarov looked up at Mira. "Well, which job was it?"

Mirajane turned away from Laxus, but was still glaring at him in her peripheral vision as she went on to answer Makarov's question, with Laxus giving her a snide smirk as she did so. "For lifting the curse on...Galuna Island..."

Makarov eyes widened from shock. "WHAT?!"

"Galuna Island?!" Macao and Wakaba shouted.

"Are they _insane_?!" Laki cried, alarmed.

"They're even dumber than we thought!" Alzack and Bisca remarked, just stunned as the others.

Everyone in the guild had begun to panic upon that revelation. None of the S-Class quests were particularly pleasant, but the Galuna Island job had been left untouched for a very good reason, with that reason being that no one who ever set out on that mission had ever returned from it.

Makarov hopped down from his seat on the bar counter and look up at Laxus, who simply sat there as he had been, practically carefree. "Laxus! Go and fetch them at once!"

"Yeah, right." Laxus replied, giving a dismissive wave. "I got better things to do, Gramps. And besides, everybody in Fairy Tail is supposed to be able to take care of _themselves_ , right?"

"I don't care how you feel about Natsu!" Makarov shouted, losing his patience. "None of them realize what they're getting themselves into, _especially_ Ben! The fact is, you're the only one strong enough to bring them back by force!"

Just then, Gray, who had remained silent this whole time, stood up from his seat behind Master Makarov, and turned to him, drawing the elderly wizard's attention. "Sorry, Master...but I'm afraid I gotta disagree with you."

…

Meanwhile, Natsu, Lucy, Ben, and Happy had made it to the picturesque port town of Hargeon. As they walked through the town, Lucy had an unusually nostalgic smile on her face.

"Wow, this brings back memories." Lucy commented. "It seems like only yesterday when we met here for the first time, Natsu."

That was fairly accurate. Along the way to Hargeon, Lucy had told Ben that she was the most recent addition to Fairy Tail, having only joined the guild less than two weeks prior.

She then told him the story of how she came to meet Natsu and Happy. A criminal named Bora was impersonating Natsu under the guise of the latter's epithet, "Salamander." This man was running a slave smuggling operation between Fiore and a country known as Bosco, and had tricked Lucy into boarding his yacht that was bound for said country. She would've fallen victim to this illegal activity had Natsu and Happy, whom she'd met earlier that same day, not intervened.

Eventually, Natsu was revealed to be the real Salamander to both her and Bora, and the Dragon Slayer defeated the imposter, but not without destroying a large portion of the town in the process. Needless to say, most of the story had shocked Ben, but the last part was no surprise at all.

"It practically _was_ yesterday." Natsu retorted. "You don't have to get all mushy."

"Yeah, you sound like an old lady." Happy snickered.

Happy's comment earned him an angry glare from Lucy, though it did little to temper his internal laughter. It didn't take long for Lucy to resume her chipper attitude, however.

"Well, let's go find a boat that'll take us to Galuna." Lucy said.

Natsu instantly grew a panicked expression when he heard Lucy mention a boat. "ARE YOU CRAZY?! Forget the boat! Why can't we all just _swim_ for it?!"

Ben was puzzled by Natsu's reaction for a moment, but he quickly remembered that the Dragon Slayer had crippling motion sickness. Naturally, a boat would trigger it just as easily as the train from yesterday.

Lucy sighed, exasperated. "And you think _I'm_ the one who's crazy?"

"We can't swim there because none of us know where it is, Natsu." Ben stated. "And we'd all drown before we got anywhere near it anyway."

"Ben's right, Natsu." Lucy agreed. "Like it or not, we need someone to take us to the island, and a boat's the only way to do that."

Natsu simply sighed in defeat and followed Lucy and Ben as they made their way to the docks. It would appear that finding someone who was willing to take them to the island was easier said than done. All of the sailors and fishermen they had asked about it had instantly turned them down the moment they mentioned Galuna, with one man claiming it was bad luck to even mention the cursed island.

Lucy, Ben, and Happy were beginning to lose hope while Natsu's grin was growing ever-so-slightly wider in satisfaction with each encounter, something which Ben noticed, but said nothing about. It appeared Natsu actually did want to swim to the island, as crazy as it sounded.

Eventually, the group came upon a sailor with black hair, who wore a blue cap on his head, and a pale green cloak with a white t-shirt underneath as well as dark pants. He had slightly darkish-colored skin, and a moustache that descended around his mouth and chin. He was sitting in his boat when the team had asked him to take them to Galuna.

"Don't know why you'd wanna go there, but no sailor worthh his salt's gonna take ya to Galuna. Not even pirates'll go near that place."

The group had been asking sailors and fishermen all over Hargeon for half the day and was more than a little frustrated, save for Natsu and Happy, who simply folded his arms with a grin on his face.

"Are you _serious_...?" Lucy inquired, defeated.

"You gotta be kidding me." the Omnitrix wielder sighed.

"It looks like we're gonna be swimmin' after all!" Natsu grinned.

"Sure does!" Happy chimed.

Lucy spun around to Natsu and Happy angrily. "WE'RE NOT SWIMMING, NATSU!"

Just then, both Natsu and Lucy felt someone place their hands on their right and left shoulders respectively. "I found you...!" a voice said.

Upon hearing the familiar voice, Natsu, Lucy, and Ben all jumped and spun around in shock. Behind them with a triumphant smirk on his face was none other than Gray!

"It's Gray!" Lucy said, stunned.

"What're _you_ doin' here?!" Natsu demanded, surprised and frustrated.

Gray turned to Natsu, annoyed. "Gramps found out about your harebrained scheme and sent me to bring yah back."

Natsu's eyes widen in shock, his jaw dropped. "Why?! We're not in danger yet!"

"If yah come back now, yah _might_ avoid being kicked out of the guild. _Maybe_." Gray responded.

Upon hearing that, Lucy placed her hands on her face as she adorned an apprehensive mien. That was definitely not what she was expecting, nor was it something she wanted to hear.

"Kicked out?!" she shrieked.

Hearing Gray mention that Natsu and Lucy might get kicked out of the guild made Ben feel guilty. He figured they'd get in trouble for attempting to complete an S-Class quest without proper qualification, but he didn't think the punishment would be _that_ severe. Makarov had told him that Fairy Tail was like a big, close-knit family. Getting cast out would essentially be like getting disowned.

"I dunno, guys. If this is gonna get you kicked out of the guild, maybe you _should_ go back." suggested Ben.

Natsu's expression became determined as he got in Gray's face. Though they all heard what Ben said, none of them seemed to notice that he never mentioned what he would do in that statement.

Natsu gritted his teeth and said, "I don't care! I'm goin' on this S-Class quest!"

Gray narrowed his eyes in annoyance. "Man, you're way out of your league here. Just come home." It was then that Gray's face turned grave as a thought came to his mind, which he didn't hesitate to share with the group. "When Erza finds out about this, she's gonna be _so_ angry..."

While the threat of being kicked out of Fairy Tail might not have frightened Natsu, the thought of an angry Erza most certainly did; so much so that the Dragon Slayer, Lucy, and Happy as well began to sweat in apprehension.

"Uh-oh..." the trio said.

Ben was still confused as to why everyone in the guild seemed so afraid of Erza. On the way to Hargeon, Ben had asked Lucy and Happy about it while Natsu chucked his breakfast out of the train again. Only Happy was willing to tell him about her, strangely enough. He told him that Erza, as an S-Class wizard, was incredibly strong, but unlike the other S-Class wizards she would actually get into fights with the other members on occasion, like she did with Natsu a few days before Ben's arrival in this world.

He noted her magic as being pretty, saying that it makes her enemies "bleed, a lot," but never specified exactly what it was. He then concluded by explaining that she would almost always have to hold back during a fight with another member as she could very easily hurt them, or damage other people's property by accident.

With Happy's explanation, Ben was once again impressed by Erza. That meant that she could not only defeat just about every individual member in the guild, but she could hold back while doing it. Ben could definitely relate to her in that regard. Many of his transformations were incredibly strong and could severely hurt or even kill someone if he didn't restrain their abilities.

However, in Ben's mind, that still didn't quite answer the question of why they were all so afraid of her. Sure, she was powerful, but that didn't mean anything to Ben. She seemed very pleasant during the short time they spoke.

Ben was snapped out of his musing when Happy flew over behind Gray's shoulder. "Please, Gray, you gotta save me! I told them this was a bad idea but they forced me to come along!"

"YOU ARE SUCH A LIAR!" Lucy yelled furiously.

Natsu's determination was strengthening by the second as he glared at Gray, ignoring both Happy and Lucy. "I've gotta prove my power to Gramps!" He clenched his fists. "So, like it or not, I'm doin' this!"

Gray placed his hands on his hips, getting into Natsu's face. "Master ordered me to bring you home! I'll _drag_ you back to Fairy Tail if I have to!"

With that, an icy mist began to form around Gray's hand, and a second later, a cluster of ice spikes grew around his hand; much to Ben's surprise. Since he'd arrived at Fairy Tail, he'd never seen Gray's magic before, nor had he heard what it was, surprisingly. He hadn't expected it to be ice-oriented.

"Don't make me hurt you, buddy!" Gray threatened.

Natsu quickly ignited his left fist in flames as he continued to glare at Gray. "I'D LIKE TO SEE YOU _TRY_!" he challenged.

When the two wizards broke out their magic, the sailor on the boat looked surprised as he spoke to himself quietly. "Magic...?" Before any kind of fight could break out between the fire and ice wielders, the sailor stood up in his boat and spoke up, catching everyone's attention. "Excuse me, but are you wizards? Have you come to lift the curse on the island?"

Natsu, now distracted from his would-be fight with Gray, grinned confidently and put away his flames as he turned to the sailor. Lucy, however, was not quite as chipper as she was earlier, her confidence now wavering from the threat of being expelled from Fairy Tail.

"Yeah!" Natsu replied.

"Well, maybe..." Lucy said nervously.

"Not gonna happen!" Gray uttered through gritted teeth.

The sailor simply stared at the wizards and superhero for a moment with a somewhat shocked look in his eyes, but it didn't seem to be disbelief. After a moment, the man composed himself slightly before gesturing to his boat. "Get in."

"What?" the Celestial Spirit wizard said, surprised.

"Seriously?!" Natsu added.

The group was surprised the sailor had changed his mind so quickly upon learning they were there to save the island. However, Gray was not so much surprised as he was still angry with Natsu. "No way!" he exclaimed.

Gray moved in to grab Natsu, but the Dragon Slayer simply grinned devilishly and delivered a powerful backwards kick to Gray's stomach, effectively knocking the wind out of him, and rendering him unable to move or speak. Natsu lifted the ice wizard up over his right shoulder, and turned to the sailor with a smirk on his face.

"There we go. Ready when you are, sir." Natsu proclaimed.

"Couldn't you have just left him here?" Ben implied, cocking a brow in confusion.

"Yeah, I'm not sure if bringing him with us is such a good idea." Lucy inputted.

Natsu turned to the Celestial Spirit mage and superhero, and countered, "We can't let him go back and tell the guild." He then began to tremble and sweat as his mien quickly became one of trepidation. "'Cause the next person they'll send is Erza!"

Under the threat of Erza coming for them, Lucy and Happy's demeanors practically mirrored Natsu's. Without another word, the Celestial Wizard and flying cat both piled into the boat with Natsu hopping in after tossing Gray in. Ben followed, but was still left with the question of what exactly Erza was capable of.

…

The first hour or so of the boat ride was mostly spent in silence with the captain of their vessel refusing to speak until they were closer to their destination. The sun had gone down, and the cool night air had begun to kick in. Gray was now fully recovered from Natsu's kick, but the latter had tied him up so he couldn't use his magic, which the ice wizard was less than pleased about. Natsu was currently leaning over the side of the boat from motion sickness. Lucy seemed to be growing more and more nervous as the trip progressed and Happy simply looked, well, happy.

As the moments of silence drifted by, Ben was thinking to himself about one thing, or person, in particular: Erza. At this point, he was extremely curious to know what it was she could do, especially with the earlier mentions of her and how afraid the others were of her coming after them. He knew what everyone else's abilities were on this supposed "strongest team in Fairy Tail," except for hers. He then turned to Happy, who was sitting roughly right next to him, on the front end of the boat. He made sure to keep his voice down though, so as not to disturb the captain.

"Hey, Happy."

Happy turned to the teen hero. "Huh?"

"You mentioned Erza's magic before..."

The blue feline tilted his head in confusion. "What about it?"

"Well, you never told me what it was. I'm kinda curious is all." Ben said.

"Oh! That's easy. Erza uses a type of magic called Re-Quip." She explained. "She can use it to pull all sorts of weapons out of her own pocket dimension, like swords and axes and stuff!"

Ben eyes widened slightly. _'Guess that explains the whole "bleeding" thing he said earlier...'_

He shook off his musings and continued, "So, that's why everyone's afraid of her? Because she can summon swords? I mean, Lucy can summon a giant cow-man with a battle axe and no one bats an eye at _that_."

Happy shook his head and clarified, "Nuh-uh. Lots of wizards can use Re-Quip Magic to change weapons, but Erza's biggest strength is that she can change her _armor_ too! It's a unique ability that only _she_ possesses. It's called _'The Knight'_."

Ben was definitely surprised by this new information. He wondered why she was always decked out in armor, and now he understood. However, there was one question that Happy's explanation brought to the surface of Ben's mind.

"Is there anything special about these different armors?" he wondered. "I mean, they can't all just be for show."

"Yup!" the blue cat replied. "She has a bunch of different kinds of armor, and most of them give her special powers and magic!"

Ben mused for a moment after hearing that. That sounded almost exactly like what he could do. Though, he was curious how many different armors she actually had. He decided against asking Happy though. He highly doubted the blue feline would have an answer. He'd have to ask her himself sometime.

After that, several more minutes went by in silence, and in that time, the sky had grown noticeably darker, which only made Lucy even more unsettled. "Okay, now I'm starting to get scared..." she said shakily.

"Well look on the bright side, at least _you're_ not tied up!" Gray retorted. He then turned his attention to the captain of their little voyage, still angered and irritated by the fact that he was now tied up, but still equally angry about his friends' insistence on breaking the guild's rules. "This is _your_ fault too, buddy! Why'd you decide to let us on?!"

The sailor, who had remained silent the entire trip and had been focusing on a small, glowing orb at the back of the boat, turned to Gray with a neutral expression. "The name is Bobo, and if you must now, I used to be a citizen of Galuna Island."

" _Used_ to be...?" Ben questioned.

Bobo didn't respond to Ben for a moment, much to the shape-shifter's confusion. Bobo's expression grew darker as he turned to face the sea. "But I had to flee... I just couldn't take it anymore." He turned to the group. "I should warn you. Tragedy befalls anyone who sets foot on the island. There's no avoiding it. That is, unless you're able to lift the curse."

After a second of pause, Bobo shifted his cloak and exposed his left arm; however, it was unlike anything they had expected. It appeared to be covered in a bizarre, dark purple exoskeleton. Whatever it was, it clearly wasn't human.

"...This vile demon's curse." Bobo concluded.

"Woah, your arm..." Gray gasped.

"What happened to it?" Lucy asked, shocked.

"Is that...the curse...?" Ben queried.

Again, without replying, the cursed sailor took a look ahead of the boat, and saw an island coming into view. "We're almost there. _That's_ Galuna Island..."

For a second, the wizards and superhero gawked at the island in curiosity and minor apprehension, until Lucy broke the silence by asking the question that was on everybody's mind.

"That's weird. Why's the mountaintop glowing like that?" she observed.

Sure enough, Lucy was right. The mountain on the island had a golden, yet ominous glow shining from it. Simply looking at it made Ben's skin crawl a bit, as though something unnatural were on the island. Then again, living there had given poor Bobo the arm of some kind of humanoid insect, so there was undoubtedly something sinister there.

It was then that Ben had a question, and turned around back to Bobo. However, when he did so, the cursed man had suddenly vanished!

"What the...?!" he shouted in alarm.

Everyone turned to see what the commotion was about, only to be just as shocked as Ben by their guide's disappearance.

"Where'd he go?!" Lucy said fearfully.

"Did he fall out?" Gray wondered, equally confused as the others.

"It's like he disappeared into thin air!" Happy remarked.

As Natsu gurgled from motion sickness, unaware of the current situation, Lucy began to hear something as she looked over the edge of the boat, but couldn't place her finger on what it was. "What's that sound?" she voiced.

Ben heard it too and quickly realized it was coming from behind them. He spun around to see what it was, but was instantly shocked by what he saw; a massive tidal wave was heading straight for them!

"Uh, GUYS?!"

Everyone turned to Ben, but their eyes widened in shock and fear upon seeing the massive wave. Even Natsu, who was still visibly sick, looked startled by the incoming wave.

"AAAAAHHH! TSUNAMIII!" cried Lucy.

"Now don't panic! Just hold on!" Gray yelled.

The group grew more fearful by the second as the wave began to come down on them, forming a whirlpool beneath all the while.

"Happy! Ben! Can't you grab onto the boat and fly?!" Lucy asked in the midst of her panic.

"I'M NOT STRONG ENOUGH!" Happy replied.

Without a word, Ben swiftly activated the Omnitrix and selected an alien icon. He didn't know what he picked, but there was no time to stop and scroll through his playlist. He slammed down the core, and in a flash of green light, he was replaced with a familiar blue-furred, four-armed primate.

Spidermonkey took a quick look at himself and groaned in irritation. The wizards all turned to him with still-panicked faces.

"WHY'D YOU TURN INTO THAT THING?!" Lucy shrieked.

Spidermonkey made monkey sounds before responding, "I DIDN'T HAVE TIME TO CHOOSE!"

A second later, the tidal wave crashed down on their small, wooden boat, and sent everyone on it down into the whirlpool below.

…

Ben's eyes began to slowly flicker open at the sound of birds chirping. As he opened them, he had to shield his eyes from the sunlight. Once his eyes had adjusted, he wearily looked around, still in somewhat of a daze. He was now lying on a beach somewhere, and was back in his human form. If it had turned daytime, then the Omnitrix must've timed out while he was unconscious.

"What...happened...?"

Ben slowly sat up straight, and took a better look at his surroundings. After looking around for a few moments, his eyes went wide when he noticed that no one was with him; not Natsu, Lucy, Gray, or Happy. This was definitely worrisome.

"Wait..." he looked around the beach. "Where is everyone?"

Ben sat there for a moment, observing his surroundings. It was then that he remembered what happened to him and his friends.

 _'That's right.'_ He thought. _'We got hit by that tsunami.'_

Another moment later, Ben began to pick himself up off the sand and brush himself off. He didn't know where he was, but he figured if he ended up here, then his friends would likely be somewhere nearby. Or at least that's what he hoped.

"I gotta find them." Ben said, concerned. "I just hope they're alright..."

With that, Ben activated the Omnitrix. He scrolled through the playlist for a minute, trying to decide which alien to use. It was then that he found the perfect one. He tapped the faceplate of the watch, and slammed down the core once it popped out.

In a flash of emerald, Ben was replacedsmall, humanoid creatures with white skin. It wore a green and black jumpsuit, with the black parts converging around the chest area to form an hourglass-esque symbol. It bore the Omnitrix dial on its forehead, and had three green fins sprouting from its head. It also had two white, whisker-like growths sprouting from its cheeks. It had three silver nodes on its black belt, and two similar nodes on either arm.

**"Ditto!"**

"Alrighty! I'd say this calls for a little divide and conquer!" Ditto noted excitedly.

Ditto's form was enveloped in a flash of green, though not nearly as bright as the ones the Omnitrix gives off. With this green light, another Ditto split off from the original. The new Ditto repeated this process, as did the third, and soon, there were fifteen Dittos standing around their creator, yammering on about random subjects.

Ditto Prime placed his hands on his hips in a serious manner. "Alright, boys! You know what to do! Now fan out and find 'em!"

"YEAH!" the Dittos agreed determinedly.

...

There she was; Lucy, lying unconscious on a beach. Her eyes began to flutter open slowly at the sound of a voice. It wasn't any voice she recognized; not Natsu's, Gray's, Happy's, or Ben's. Not only that, but it sounded like there were multiple voices speaking, but they all sounded the same. They all sounded high-pitched as well...

"Oh, man. I knew we shouldn't have taken that left turn at Albuquerque..."

 _'Albu...wha...?'_ Lucy thought, still dazed.

"No kidding. It's been ages and we haven't found _any_ of 'em yet."

"It's only been like thirty minutes, dude. Would you quit complaining already?"

 _'Who...is that...?'_ Lucy wondered, trying her best to fully wake up.

"Wait a minute, guys... Look over there! Is that...?"

"Whoa! I think it is! I think it's Lucy!"

"We totally just found her by accident!"

"Woohoo! Score one for the little guys!"

With all the chatter going on around her, Lucy was essentially forced into wakefulness. She finally opened her eyes, and upon doing so, found several bizarre, yet identical faces staring down at her.

One of the Ditto clones smiled widely. "Morning, sleepy-GAH...!"

Before the Ditto clone could even finish his greeting, Lucy sprang up from the sand, knocking him back with a punch to the face purely out of reflex.

"WHAT THE HECK ARE YOU AND WHAT DO YOU THINK YOU'RE DOING?!" Lucy demanded loudly. "I'LL HAVE YOU KNOW I'M A MEMBER OF FAIRY TAIL AND-"

"Geez! We know, we know!" one of the Dittos responded.

"Calm down, Lucy! It's just us! I mean me! I mean, it's Ben, so just chill out!" Ditto Prime stammered, hoping his blonde friend would refrain from hitting any more of...well, _him_.

"Ben...?" Lucy inquired blankly.

The Ditto clone Lucy punched finally began to sit back up, rubbing its aching face. "Yes, _Ben_!"

"But what _are_ you? And why are there so many of you...?"

Ditto Prime placed his hands on his hips. "Cloning. Pretty nifty, if I do say so myself."

"I _do_ say so myself," commented Ditto 4

"Me too," added Ditto 2

"Me three!" Ditto 5 stated.

Lucy simply blinked, still slightly confused by the situation. "So you're telling me that tiny little guy can make copies of himself? How is that even possible?"

"Are we all gonna ignore the fact the she just SUCKER PUNCHED ME?!" Ditto 3 demanded irately.

Lucy sweat dropped. "Oh... Sorry about that..."

Having had enough of his clones cutting in, Ditto Prime tapped the Omnitrix dial on his head; thus, turning back into Ben, and causing all of the other Dittos to disappear in small, green flashes.

Ben offered Lucy and hand. "You okay?"

"Yeah, I think so..." Lucy accepted Ben's hand and used it to pull herself off the ground.

"Well _that's_ good to hear." Ben sighed in relief. "Do you know where the others are?"

"I don't know..." Lucy replied. She then took a look around. After a few moments had passed, Lucy looked over Ben's shoulder, and saw something. "Wait..."

Ben followed Lucy's gaze to the beach behind him, and noticed exactly what she was looking at. It appeared to be three figures; two of them lying on the ground unconscious, and the other, smaller one, with its rear end and its furry, blue tail sticking out of the sand. He immediately recognized the trio as Natsu, Gray, and Happy. The wreckage of the boat they had been traveling in could be seen strewn about the beach.

"What a mess..." Lucy muttered as she and Ben approached their friends, who had already begun waking up themselves.

After several minutes, Natsu and Gray were fully awake, and the latter had helped Happy get his head out of the sand, and proceeded to pick up his backpack and sleeping bag. Ben simply sighed in relief. He hated it when people got hurt on his watch, and finding out that everyone was okay lifted a lot of guilt from his shoulders.

"Looks like we made it, you guys!" Natsu noted; an excited grin on his face.

"We're lucky that wave washed us ashore," Lucy added.

"Well I don't know if I would call it _lucky_." Gray commented sourly.

"I can't help but wonder what happened to the guy who brought us here..." Lucy stated, worried for the sailor.

"Yeah. Right after he told us about the curse, he vanished..." Ben continued, also concerned.

"Forget about that stuff for now and let's go exploring!" Natsu yelled, flailing his arms in the air excitedly.

"Aye!" Happy chirped.

Lucy could only sweat drop at her two friends' attitudes. "We've been here like _thirty_ seconds, and you guys have _already_ forgotten about the mission?"

"Are they for real...?" Ben deadpanned.

After a moment, Lucy proceeded to pull out the job request that brought them here in the first place. Natsu and Happy regained their composure and began to focus on the task at hand once again.

"Apparently there's only one village on the _entire_ island. The village chief is the one who originally put in the request. So I guess we need to try and find _him_."

"Not so fast..." Everyone turned to see Gray, staring at them with a serious expression.

"You're not still thinkin' of taking them back to the guild, are you?" asked an incredulous Ben, "Because if you are, you're gonna have to find a new boat."

"You're right..." Gray said, "I'm comin' with you."

That was a surprise for everyone, especially for Natsu, Happy, and Lucy. First Ben had agreed to tag along, and now Gray?

"There's no way I'm gonna let the two of you clowns make S-Class before I do." Gray stated plainly. "And if you were kicked out, the guild would be pretty boring. Gramps'll be upset, but if we pull this off, he won't stay mad at us for long."

"What about me?" Ben asked.

Gray shrugged. "He thinks you have no idea how to handle this world, but seein' how you took down flame-brain over there, and the fact that you got dozens of other aliens in that fancy wristwatch of yours, I think you can handle a cursed island."

The Ice-Make wizard grinned confidently. "Let's go."

Natsu and Lucy smiled while Happy jumped in excitement. "Yeah!" shouted the former two, while their blue, feline companion yelled, "Aye!"

"Well then," Ben grinned, "what are we waiting for?!"

**Notes for the Chapter:**

> Next chapter: Galuna Island, Part II
> 
> A cookie for those that know Cannonbolt's original name


	4. Galuna Island II

**Ultimate Fairy**

**Chapter 4: Galuna Island**

**Part II**

…

After a long trek through the jungle, Ben, Natsu, Lucy, Gray and Happy finally arrived at the one and only village on Galuna Island. It was impossible to tell what the village was like, partly because it was now night time, but also because the village was surrounded by high wooden walls with pointed carved tops. Posted on the main gate was the dreaded "Keep Out" sign.

"Well, we found the village." Gray noted.

"Check out that gate…" Natsu remarked. "When they say 'Keep Out' they mean it."

"So, what, do we just knock?" Ben asked, unsure of how to answer a wizarding job request; especially since he wasn't one.

Lucy answered by stepping forward and yelling out, "Is anyone there!? We came to help you!"

The only answer they received was silence.

"Let's bust in," Natsu said, an impish grin on his face.

"No way!" Lucy yelled at him.

Finally, a voice called out from the top of the wall. "Who goes there?"

The group looked up to see two guards staring down at them.

"We're wizards from Fairy Tail," Lucy answered, "We're responding to your request!"

"Why weren't we notified that you'd accepted the request?" the voice asked suspiciously.

Though in Ben's mind, the person had every right to be; especially since the wizards _had_ taken the job against the rules.

Lucy tried to come up with a reason, but Gray beat her to the punch, and called out, "There was probably just a mix-up with the paperwork!"

"Then let me see your guild emblems," the lookout challenged, "right now!"

Natsu moved his scarf, which had partially concealed his red guild mark on his right shoulder. Happy shifted his knapsack to reveal his green mark on his back. Gray lifted his shirt to show his blue emblem on the right side of his chest. Lastly, Lucy showed the pink emblem on the back of her right hand.

Needless to say, the guards were stunned. Those emblems were legit!

"They're here…" the lookouts stammered in shock. "They're _really_ here!"

The sentry was about to open the gate immediately, but stopped when he had noticed a certain person in the group had not shown them any guild mark.

"Wait…that proves who _you_ are," one of the guards replied, "but what about _him_?" Even without seeing him, Ben knew that the guy was pointing right at him.

"He's with us!" Natsu snapped. "You gonna turn down extra help?"

The sentry didn't really have an answer to that; after all, with the situation the village was in, they'd need all the help they can get. Ben was very grateful as the gate soon opened.

"It's like we're walking into a giant monster's mouth." Happy commented, noting how the pointed ends of the gate resembled sharp teeth.

"Are you trying to freak me out…?" Lucy said, annoyed.

The group stepped forward, only to be greeted by a large crowd of people wearing cloaks, hoods and cloth across their faces, concealing almost all of their features.

"I am Moka, the village chief," the lead figure said, leaning on a staff with a crescent moon on the top, "and on behalf of everyone here, I welcome you. Pleasantries aside, there's something you need to see; now, my people!"

The villagers as one dropped their cloaks, and for a moment, Ben thought they were going to attack them. Instead, the group was greeted by a familiar, yet disturbing, sight.

For the most part, the people all looked human, but every single one of them had a monstrous body part. Arms with claws, legs with talons on the feet, even horns on heads; no one was unchanged, not even the smallest children.

"It's just like the guy on the boat," Gray murmured.

"No wonder they needed help," Ben whispered, "this is awful."

Natsu, on the other hand, noticed something else. "Oh, wow, your sideburns are huge!" he pointed at the sideburns on the elderly chief's face, which stretched down to his waist.

"Not that!" Moka snapped, "I meant my arm!" he held up his purple, clawed arm for emphasis. "Everyone on the island is suffering a disfigurement because of this curse; not even the animals are unaffected."

"Not to sound rude," Ben said, "but are you sure it's a curse? It could be some kind of infectious disease or toxin."

"We've consulted with dozens of doctors, young man." Moka said wearily. "But every one of them says that no such disease exists."

"Can I try something first before I'm convinced it's a curse?" Ben asked.

When the chief nodded, Ben walked up to him and pointed the Omnitrix at Moka's inhuman arm. "Omnitrix, scan closest sentient life-form"

Before anyone could question Ben's sanity for speaking to his watch, the faceplate slid back as a green light shot forth from the core and waved over Moka. To everyone's further surprise, the Omnitrix began to speak in a synthesized version of Ben's voice!

" _Subject's DNA is unknown. DNA acquisition blocked by unknown energy. No abnormalities found in genetic structure."_ With that, the light faded and the Omnitrix resumed its normal mode.

Ben sighed as he stepped back. "So much for the easy way," he said; his tone apologetic. "Sorry about that, but whatever is wrong with you, the Omnitrix can't fix. Guess we'll have to do it the hard way. Can you tell us everything you know about how this happened?"

Moka shook off his confusion and shock, then continued with his tale. "It all started when the moon fell under an evil spell."

"An evil spell?" Lucy repeated.

"Since ancient times, this island has absorbed the light of the moon, causing it to glow almost as beautifully as the moon itself." Moka's voice turned fearful. "However, three years ago, the moon's light turned purple and bathed the island in an eerie glow."

"Hey, everyone!" Happy called out, pointing up, "The moon is coming out from behind the clouds!"

The wizards and superhero looked up to see that the light of the moon that came down was indeed a creepy shade of purple.

"Stand back," Moka warned, "the change is upon us!"

Before anyone could ask what he meant, all of the villagers began to convulse, moaning in absolute agony. Their bodies began to shift, scales, fur and spikes covering them; now, instead of a single area of their bodies, everyone in the village looked like creatures that Ben had only seen in fantasy pictures.

"I am sorry if our appearance frightens you." Moka said. He was now sporting purple, scaly skin, as well as fangs, pointed ears and a pair of horns.

"It's all right," Ben replied, not wanting to make them feel any worse about their appearances. "I've turned into things that are way scarier."

"These poor people," Lucy whispered.

"Oh man," Natsu muttered, before his face suddenly brightened, "YOU GUYS LOOK SO COOL!"

Everyone else could only stare at him in disbelief while he started to gush about how awesome they looked, at least, in his mind.

"Huh…?" everyone uttered, dumbfounded.

"He said we looked cool…" a male villager repeated in shock.

"No one's ever said that about us before…" a female villager said.

"Natsu!" Lucy slapped him upside the head, "That's insensitive! They don't want to be like this!"

"Really?" Natsu asked, confused, "Well, sorry about that. I guess we should help them out."

"That's why we came here in the first place," Ben deadpanned, pinching the bridge of his nose.

"Get a clue, man," Gray said, equally exasperated.

"Anyway, as you can see," Moka said, trying to get everyone back on track, "whenever the moon comes out, everyone in the village takes on the form of a demon. If this isn't a curse, then what is it? We return to normal when the sun rises; however, there are some among us who lose their minds and never change back. The only thing we can do for those poor souls is to put them to death."

The others were shocked. This wasn't just a curse that changed how they looked; it drove them insane and made them dangerous enough to force the villagers to kill them!

' _That's probably why they wanted help so badly.'_ Ben thought. ' _If everyone was okay on the inside, they probably wouldn't be so upset.'_

"But they might get better someday!" Natsu protested.

"If we wait for too long, they will kill us all." Moka replied sadly. "We've tried to capture them, but they always break free." Tears began falling from the old man's eyes as he pulled out a photograph. "There is no way to reverse it. This curse has forced me to take the life of my own son."

Shoulders shaking in grief, Moka let the photograph fall to the ground, letting the others see a picture of a man with wide eyes, a moustache and goatee, and a bandana on his head.

"That's the guy who took us here on the boat!" Lucy said softly, "We just saw him yesterday and…"

"Shh!" Gray interrupted, and whispered "now I understand why he just disappeared like that. He's dead, but his soul couldn't rest in peace."

' _A ghost…'_ Lucy thought, beginning to panic.

Ben started to get worried; first magic and a cursed island, and now ghosts? Was there anything familiar in this world for him to hold onto?

Moka picked up the photo, then gave the group a low bow.

"Please lift the curse." he begged. "If you do not, it is only a matter of time before we fall victim to it and die!"

"We won't let that happen!" Natsu shouted, then lowered his voice when Moka looked at him. "We're going to fix this, I promise."

Everyone else in the group nodded in agreement. Silently, Ben swore that no one else was going to die because of this curse.

"There is only one way to lift this curse," Moka said, "The moon… the moon must be wiped from the sky!"

' _Okay,'_ Ben thought, ' _this might be harder than I thought it would be.'_

…

Moka's demand had left the team rather stunned, and they were ushered into a small hut, away from the purple light. All of them were wondering the same thing.

Did they really have to destroy the moon?

"I never knew the moon could be so creepy." Happy said sadly.

"Hurry up and close the window!" Lucy shouted. "You heard the chief; we have to stay out of the moonlight! You may not care, but I don't wanna risk turning into some freaky monster!"

"I'm not so sure about this job, guys." Natsu said, looking more irritated than worried.

"How can these people expect us to destroy the moon?" Gray asked.

"I wonder how many punches it would take?" Natsu wondered, raising a fist. "You think I can handle it?"

"Are you actually considering it!?" Ben demanded. He couldn't tell if Natsu was determined or stupid, but it was starting to look like the latter.

"For real," Gray agreed, "don't be stupid, man!"

"Natsu, there isn't a wizard strong enough who could do that." Lucy said, shaking her head.

"But that's what we were hired to do!" Natsu objected. "If we back out, it'll make Fairy Tail look bad!"

"What they're asking can't be done!" Gray countered, and then asked, "How were you planning to get to the moon anyway?"

"With Happy, of course," Natsu said, pointing at the cat.

"Huh!?" Happy shook his head, "I don't think so."

"Hey," Ben spoke up as he looked at the job request again. "The job just says to end the curse. Just because these guys think the only way to do that is to destroy the moon, doesn't mean that it'sthe _only_ way."

"Yeah," Lucy agreed, "I'll bet that if we do some investigating around the island, we'll find the real source of the curse and stop it."

Anything else Lucy might have said was interrupted when Gray threw his shirt at her face. Ben was both impressed and creeped out. The Ice-Make wizard had stripped down to his boxers and the silver necklace he wore in less time than it took to blink.

"You kids can do what you want," Gray remarked as he pulled his socks off, "but after the day I've had, I need some shut eye."

"Please don't take off any more…" Lucy pleaded, a sweat drop running down her head.

"Yeah, our investigation starts tomorrow morning," Natsu added, and then jumped onto the sleeping mats that the villagers had laid out for them. "Let's hit the sack!"

Happy jumped face-first onto the pillow. "Aye, sir!" came his muffled cry.

"Sounds like a plan to me." Gray replied, lying on his sleeping mat face-down.

Ben agreed and headed to his own mat; it had been almost two days since he'd gotten any sleep, and he was dead tired. He took off his hero jacket and folded it up to use it as a pillow.

"Alright…night, guys." Ben said as he laid down on the futon.

"Night!" they replied.

He closed his eyes and slowed his breathing, allowing himself to steadily fall asleep. The last thing he thought of before he drifted into slumber was his family and friends back home, and how long he would be in this crazy magical world.

…

Early the next morning, the team set out; though Natsu, Gray and Happy looked like they could have used a few more hours of sleep. Ben was used to getting up early, either when he was needed to save the day, or when he needed to go to school. Lucy, on the other hand, was raring to go.

"I hate waking up this early," Natsu whined.

"Hey, you guys kept me up all night with your snoring," Lucy snapped, "and you don't hear _me_ complaining! Let's go!"

"Aye," Natsu, Gray, and Happy all moaned.

"You guys want to hit the big leagues, right? You gotta make sacrifices." Ben stated nonchalantly.

"How come you're okay?" Gray asked.

"I'm used to running on only a few hours of sleep." Ben explained. "I've lost count of all the times I've had to stay up late or wake up early to fight some monster, alien menace, or something."

"See, Ben's got the right attitude!" Lucy pulled out a silver key and pointed it. **"Open, Gate of the Clock Constellation: Horologium!"**

In a puff of smoke, a tall brown grandfather clock, with long black arms and short black legs, appeared. It had a glass case, a Roman-numerical clock at the center, and a small face at the top with slit eyes and a thin, twirl mustache-like mouth.

"The time is seven forty-eight," the spirit said cheerfully.

"Um, did you need to know the time?" Ben asked, confused as to why Lucy summoned a clock-man.

"No, it's because she's lazy," Natsu told him.

Before Ben could ask what he meant, he saw Lucy open up Holorlogium's glass case and climbed inside.

"Let's go, the lady says forcefully," the spirit said, repeating what Lucy had said from within him, and then marched towards the mountain.

"She… uses him to travel?" Ben asked.

"Yep," Natsu replied as he, Happy and Gray walked after the spirit, "because she's lazy."

Ben shook his head. "I'm never going to get used to the magic here…"

Despite Horologium's head-start, everyone else soon found themselves ahead of the slow-walking spirit.

"Do you really think there's another way to lift the curse?" Natsu asked.

"There really isn't another choice." Ben replied. "The only one of us who could get to the moon is me, and even then I don't think I'd be able to destroy it. Even if I could, it would throw the world's climate into chaos and lot of people could die. "

Even though Ben didn't perform his best in high school, he did remember a few things he learned in his classes; in this case, astronomy. The moon was essential in stabilizing the Earth's rotation on its axis, or in this case, Earthland's. Seriously, who came up with that name?

"Wait…hang on…" Gray interrupted, giving Ben an incredulous look, " _you_ could get to the moon?!"

Ben shrugged, and replied, "Yeah, I have a few transformations that can survive in space."

The wizards and cat simply stared at Ben in astonishment; it was then the teen hero realized that, in this world, a person going into space was unheard of. It made since though since the technology in this world was rather low.

"Wow! That's awesome!" Natsu grinned brightly.

' _Damn…'_ Gray thought. _'Is this guy for real…?'_

"But even if you _could_ destroy the moon, it could cause salmon to go extinct." Happy mentioned. "And they're my favorite fish!"

"Will you guys keep it down?" Horologium asked, "We don't know what's lurking out here, so we shouldn't draw any attention, the lady demands impatiently."

"You're not tired. Why the heck are you not walking?" Ben asked, a little annoyed by Lucy's nearly bipolar attitude towards all of this.

"Listen, this curse is freaking me out, and I'm scared, she says nervously." Horologium repeated dutifully.

"Are you kidding?" Natsu asked, pumping his fist, "S-Class quests are awesome!"

"We'll probably end up blowing something up," Ben commented, sounding both resigned and excited.

"Yeah," Gray said arrogantly, "but I bet I could just freeze that stupid curse."

"You guys are idiots, she says disparagingly." Horologium replied, though he sounded like he agreed.

Ben was going to give a snarky reply, but was stopped by the sound of giant footsteps. Everyone turned to see a giant figure behind them. It was easily thirty-feet-tall, but the sun was behind it, so the light got in their eyes, preventing them from getting a good look. Whatever it was, it started to laugh in high-pitched, menacing hiss.

"Anyone know what that is?" Ben asked, reaching for the Omnitrix.

"IT'S HUGE!" Gray exclaimed.

"No," Natsu said, gathering flames around his hands, "but I bet it wants a fight!"

"What are you waiting for?! Beat it up, you guys, she yells frighteningly." Horologium said.

Whatever it was, it began to reach out towards them, and Ben slammed down the dial on the Omnitrix. After a bright flash of emerald, Ben had turned into…

" **Humungousaur!"** the dinosaur-like alien cocked his fist back and punched the creature across the face, knocking it to the side and allowing everyone to get a good look at it.

"It's a giant rat, she exclaims worriedly," Horologium said, sounding rather concerned himself.

Indeed, it was a giant rat, but its fur was a light green and it wore what looked like a maid's apron and bonnet. In Humungousaur's mind, this was definitely the weirdest thing he'd seen in this universe so far, and it would certainly give some of the stuff he'd seen back home a run for its money as well.

The rat got up and rubbed a paw against its now-sore jaw, and then took a deep breath. Not wanting to let himself or his friends get hit by whatever it was about to do, Gray ran forward and put his right fist on top of his left hand, which was palm-up. A cold mist gathered around his body.

" **Ice Make: Shield!"** a giant fan-shaped shield of ice erupted from the ground. Unfortunately, it didn't do any good, because the rat belched forth a noxious, foul-smelling gas.

"Oh, man," moaned Humungousaur, placing a hand over his nostrils, "when was the last time you brushed your teeth?"

Everyone tried in vain to block out the smell, but it was already in their noses. Natsu lay on the ground, nearly unconscious from the stench, and it affected Horologium so badly that he was forced back into the Spirit World, leaving Lucy to the mercy of the rat.

"Run!" she cried, trying to get away from the giant rodent. It reached out to grab her, but Humungousaur grabbed its forelimb. The rat, whom was fifteen feet taller than Humungousaur, gave him a look that said _"I'm bigger than you; what are you going to do?"_

Humungousaur only grinned, and then began to grow; his body became taller and wider, his hide becoming thicker and more plate-like. In a few seconds, he had increased his size to his maximum height of sixty feet; much to the amazement of the Fairy Tail wizards.

"Now who's bigger?" Humungousaur growled.

The rat started to take a deep breath again, no doubt in order to uses its gas attack, but the Vaxasaurian punched it in the jaw, snapping it shut. "Shut your mouth!"

He brought his other arm around and smashed it against the rat's head, driving it to its knees, before jumping on top of it in a body-slam. He got up and wiped his hands together, satisfied of how quickly he subdued the rat creature. Then, he heard a yell and saw both Gray and Natsu pummeling the head of the giant rodent.

"Um, I think it's over…" Humungousaur said, confused. "Shouldn't we leave while we have the chance?"

"We should kick its butt while we have the chance!" both wizards yelled at once.

Humungousaur rolled his eyes while Lucy, who had fled further back during the fight, came back.

"Hey, guys!" she pointed in the direction she'd come from, "I found something!"

From Lucy's tone, it sounded important, so Humungousaur grabbed Natsu and Gray in each giant hand and headed after Lucy, all the while ignoring the two hotheads struggling in his grip.

After catching up to Lucy, they found themselves in front of a large temple; its structure covered cracks and vines, meaning that it was either very old or badly-maintained. Crescent moons decorated every doorway and every pillar. The entrance was large, but even at his smallest, Humungousaur was too big to fit inside; so, he gently threw Natsu and Gray inside the temple before turning back to normal.

"What's the big idea taking us outta the fight like that!?" Natsu raged.

Ben rolled his eyes. "Because I'm pretty sure that that rat had nothing to do with the curse, and we need to end it as soon as we can before anyone else dies."

Chastised, Natsu rubbed the back of his head. "Right, sorry."

Then Ben remembered something from the fight. "Hey, Natsu, how come that gas affected you so badly? It was like you almost passed out."

Natsu looked embarrassed, so Happy answered for him. "Dragon Slayers have stronger senses than most, so the smell was really bad for him."

"But…" Ben was a little confused, "But if that's true, when you and I fought, the smell from Swampfire should have had the same effect. What happened?"

"Well, when you blasted me in the face with that water guy," Natsu told him, "the water got in my nose and I couldn't smell as good, so I could fight Swampfire without a problem."

"That… actually makes sense," Gray said, a little impressed, "Way to use someone's attack to your advantage. I didn't think you had the brainpower for that."

"Hey!" Natsu started to growl at the ice wizard.

"Knock it off!" Lucy half-shouted, "This temple is old, and I don't want it collapsing on us because you two idiots started another fight."

Ben looked around. The inside of the temple was indeed old, and looked like it very well could start to fall apart.

"Wow…this place is massive." Lucy noted.

"So, what's with all the moon symbols?" he asked, pointing to the multiple carvings on the walls.

"Well, it makes sense, Galuna used to be called the 'Island of the Moon'." Gray responded.

"A moon island, a moon curse," Ben smiled wryly, "I'm sensing a theme here."

"Yeah," Lucy said to herself, "you really gotta wonder what all of it means."

Natsu, who had stopped paying attention, started stomping on the stone floor. "Man, this place is a wreck. The floor doesn't even look safe to walk on."

"Well, don't go stomping on it!" Lucy yelled. Her words came too late, however, because the floor did indeed break apart, sending the entire team plummeting into a dark hole.

"Natsu, you idiot," Gray yelled, "look what you did!"

During the freefall, Ben swiftly activated the Omnitrix, selected a random alien and slapped down the core. In a flash of green, Ben had transformed into a humanoid glob of green goo that had an amoeba-like shape. Hovering over its head was an Anti-Gravity Projector that resembled a UFO, and it had the Omnitrix dial positioned on top of it.

" **Goop!"** Ben called out in a crackling static-sounding voice.

When Goop collided with the ground, his body was splattered everywhere in green, gooey puddles.

A moment later, a piece of rock in a pile of rubble was shifted as Natsu's head popped out. "Hey!" he looked around frantically, "Is everybody okay?"

"I'd be better if you hadn't knocked out the floor!" Lucy retorted, glaring at the pink-haired wizard.

"Here's a thought," Gray growled, lying on his stomach, "if you think before you act, maybe you wouldn't cause so much destruction!"

"Hey, hang on…" Natsu looked around and noticed someone missing. "Where's Ben?"

Lucy, Gray, and Happy paused and glanced around the cavern, seeing no sign of the jacket-clad teen. However, they did notice something else that was odd. There were lumps of green goo splattered across the cavern.

Gray stuck his hand in one of the green globs that was right next to him. "What's all this goo?" he asked curiously.

"AHH…!" Lucy shrieked comically, spotting a large splotch of the green substance on her ample chest. "IT'S ON ME!"

"Sorry…" a high-pitched, crackling voice called out.

The team immediately froze upon hearing the strange voice.

"Who's there?!" Gray yelled.

Suddenly, the globs of green around the room levitated off the floor. Lucy freaked out when the goo on her chest began to move and flew away from her. The emerald globs converged in the air beneath a floating, disk-shaped device and took the shape of a humanoid.

"What is that thing?!" Lucy squealed, frightened.

"Don't worry, guys," Goop held up his hands in a placating gesture, "it's me, Ben…but right now, you can call me, Goop."

"Whoa…your body's made of goo!" Natsu shouted, wide-eyed.

"Way to state the obvious, idiot," Gray remarked.

"EWW!" Lucy cringed at the sight of Goop. "That's so disgusting! And you were on _me_!"

"Geez…calm down, Lucy," Gray muttered with a sweat drop, "it's not that bad."

Goop reached up to his Anti-Gravity Projector and slapped the Omnitrix dial. In another emerald flash, Ben transformed back to human.

"Sorry about that." Ben apologized, rubbing the back of his neck. "But a fall like that could've really hurt me if I were still human."

It was true. In the short time he had spent in this crazy magical world, he had observed that the people living here were more durable than normal people back on his world; at least, the people he had met so far. Natsu was able to go toe-to-toe with Rath and some of his other strong forms, and he had heard that many other wizards in Fairy Tail were no slouches in a fight either.

Ben was slightly surprised that the three wizards and cat had fallen in what appeared to be a fifty-foot-deep hole and emerged relatively unharmed.

Gray shrugged nonchalantly as he stood up, brushing himself off. "Don't sweat it, dude."

Lucy quickly recovered from her hysteria and looked up at the hole they'd fallen through. "Happy, Ben, can either of you fly us out of here?"

"No, sorry," Happy replied. "That's too many trips for me."

"Don't worry, I've got it." Ben cycled through his aliens, looking for Astrodactyl, when Natsu got his attention.

"Look, a secret cave!" The Dragon Slayer ran through said cave, yelling, "This is so awesome!"

"Would you quit running around like a crazy person!?" Gray shouted.

"Seriously?" Ben asked Lucy as everyone else ran after the pyromaniac, "Is he always like this?"

"Unfortunately, yes," Lucy sighed.

' _I'm not sure what'll happen first,'_ Ben thought, ' _either I'll get back home, or Natsu is going to drive me insane!'_

Thankfully, Natsu had stopped not too far ahead, staring up at…

"Whoa," Ben breathed.

"That's what I said," Natsu said, not losing sight of what lay in front of them.

It was a massive chunk of ice, easily fifty feet tall and fairy circular; the ice itself was a light blue that seemed to glow with an unearthly, and yet calming, light. But the ice itself wasn't what caught everyone's attention; inside the ice was a creature, barely smaller than the ice that held it. It was covered in scales, fangs and claws, and though it didn't seem to be conscious or even alive, it seemed to promise nothing but death and destruction.

"Anyone know what that is?" Ben asked quietly, not sure if he should be loud in front of such a dangerous-looking beast.

"That's impossible," Gray whispered, stepping forward with absolute shock and horror written all over his face. "It's Deliora!"

"What's a Deliora?" Ben asked, but Gray ignored him.

"How? How could this happen?" his voice grew louder and slightly hysterical, "How is it here? What the hell is it doing on Galuna Island!?"

"You've seen this thing before?" Natsu asked, less unsettled by the monster and more by the fact that Gray rarely lost his composure like this.

"T-there's no way…" Gray didn't seem to hear them, his arms trembling.

Lucy grabbed his shoulder. "Gray, try to calm down."

The ice wizard took a deep breath and his shaking lessened, but his eyes had a haunted look about them.

"Can you tell us about this?" Lucy asked gently, pointing at the creature.

"It's Deliora, the Demon of Destruction," Gray told them.

"Demon of Construction?" Natsu asked.

" _De_ struction," Happy corrected.

"But why is it here?" Gray asked to no one in particular, "It doesn't make any sense?"

Ben had no idea if this demon had anything to do with the curse, but he knew that nothing got "of Destruction" added to their name for being nice. He would have said so, but the sound of footsteps behind them caught his attention. He gestured to the others to take cover behind some boulders.

They hid just as two people entered the cavern. One was a young man who was fairly short; he had a green coat that went down to his knees, spiky blue hair and the thickest eyebrows Ben had ever seen. The second person was another man; he was shirtless, but wore a pair of blue pants. The strangest thing about him; however, was his doglike face, which looked like someone had combined a human face with a dog's. Sticking out of his shaggy brown hair was a pair of dog-ears.

"The voices seem to be coming from down here," the blue-haired guy said, then sighed, "I hate being awake during the day."

' _What…is this guy a vampire, too?'_ Ben wondered.

The guy with the thick eyebrows continued to speak. "So, Toby, were you exposed to the Moon Drip? I mean, you've got those pointy ears…"

"I already told you, they're a fashion statement, you jerk!" the dog-man, Toby, yelled.

The blue-haired man chuckled. "I was just teasing you."

"You don't have to be so mean about it," Toby grumbled.

"Moon Drip," Lucy whispered, "could that be the name of the curse?"

"Looks like it," Ben whispered back, "It also looks like these guys could be behind it."

"Yuka, Toby," a new voice called out, and a young woman walked into the cavern, "something terrible has happened."

The woman had violet-pink hair that was tied into pigtails, and wore a short, pink-and-black dress with white lace around the edges. She also wore black thigh-length boots and a strange, scarf-like thing around her neck that looked like long feathers.

"What is it, Sherry?" the man now known as Yuka asked.

"It's Angelica," Sherry said mournfully, "she's been attacked, and I'm so sad."

"You're moping around because someone beat up your stupid pet rat!?" Toby barked.

A light bulb went off in Ben's mind, as well as those of the Fairy Tail wizards. That rat that had attacked them was with these guys!?

"Angelica is not a rat," Sherry said fiercely, "she's a brave hunter, prowling the jungle to protect us. She is… _love_."

As their conversation descended into whispers, Ben turned to Happy and twirled his finger around his ear, the universal sign for crazy. The cat nodded in agreement.

"These guys are a bunch of weirdoes," Lucy whispered, "especially the chick with the pet rat."

"Yeah, I've never heard of anyone calling a big, ugly rat 'love', before," Ben agreed.

Natsu narrowed his eyes at the trio. "Judging from the scent I picked up, they're not from the island." He stated.

"And they don't look like they have the 'demon curse'." Happy pointed out.

"Intruders, you say?" Yuka's raised voice brought their attention back to the strange trio.

"And it's almost time to begin collecting moonlight again." Sherry sighed, "Oh, this makes me so sad. This news will displease the Cold Emperor. We should get rid of the intruders before he finds out. Yes, we must find them before the moon's first light."

"Agreed," Yuka said, a sadistic smile on his face. Toby only nodded.

"If they were here, then they've seen Deliora, and that means we can't allow them to live." Sherry said, "We shall give them the gift of eternal rest. We'll give them… _love_."

"You're talking about death, right?" Toby asked, confused.

' _Okay, that's enough of that,'_ Ben thought, ' _Gray might be traumatized for some reason, and we have no idea what these guys are capable of. Better play it safe for now.'_

Picking up a rock, he quickly hurled it down the tunnel and got back behind his cover before the trio noticed him. They did, however, notice the echoing sound the rock made and went to investigate. Lucy let out a breath that she hadn't realized she'd been holding.

"Nice thinking, Ben."

"But why didn't we just jump those guys and _beat_ some answers out of them?" Natsu asked grumpily, itching for a fight.

"We don't know what they can do." Ben explained, "And even if we did beat them, they could just lie to us. I'd rather learn as much as we can, then compare our info to theirs. Besides," he shot a look at Gray, who was still staring at the frozen Deliora, "I don't think Gray is in any shape to fight."

Natsu sighed; as much as he didn't want to admit it, Ben was right. "This job keeps raising more questions."

"Aye," Happy agreed, "like, who is this 'Cold Emperor'?"

"Well, I doubt he's called that because he's all warm and fuzzy." Ben said sardonically.

Gray, meanwhile, was off in his own little world. ' _Deliora… what could they want with it? And how the hell did they even find it and bring it here?'_

"Gray?" Lucy asked, "What do you know about this thing?"

"It was sealed away inside a glacier on the Northern Continent a decade ago." Gray answered. "An immortal demon ravaged the town of Isval; countless people lost their lives. My master, Ur, the woman who taught me my magic, sacrificed everything to seal it.

"I don't know if it has anything to do with the curse, but that demon doesn't belong here. We have to find out who this 'Cold Emperor' is. If he's tarnished Ur's legacy, he's gonna regret the day he was born!" He raged, a cold mist billowing off of his arms.

Ben was taken off guard by Gray's ferocity for a moment before he collected himself. "Yeah, whoever was stupid enough to mess with the super-demon probably deserves to get his butt kicked." he agreed, "But you need to clear your head, Gray. You're no good in a fight if you're like this."

"Why don't we just take out this stupid demon right now?" Natsu asked, approaching the frozen Deliora, "A little fire'll do the trick."

Something in Gray suddenly snapped as he punched Natsu in the jaw, sending him tumbling to the ground. Happy gaped at the ice wizard while Lucy put her hands to her mouth in shock.

"Whoa," Ben said, "that might have been a little overboard, dude."

"What's the big idea, Gray!?" Natsu demanded, getting up.

The Dragon Slayer paused when he saw the dead serious look Gray was shooting him.

"I don't want you or your flames anywhere _near_ it!" He shouted, and then lowered his voice dangerously. "If the ice melts and Deliora gets free, nothing will be able to stop it."

Ben had doubts about that; after all, he'd beaten things way worse than demons.

"Oh, come on," Natsu said, his tone serious, "You really think a chunk of ice _that_ big would be easy to melt?"

Gray tried to retort, but fell silent.

"Gray," Ben said, "can you tell us how your master stopped this thing?"

The ice wizard nodded. "My master used a spell called Iced Shell to trap Deliora. It made a type of ice that can never be melted. It's so strong that even the most powerful fire spells have no effect on it. But if these people knew that the ice couldn't be melted, why would they bring it here?"

"Maybe it had something to do with that Moon Drip thing that they were talking about?" Lucy offered.

"You might be right," Gray said, "so if they're going to wait for the moon to come out, then we'll do the same."

"Cool," Ben said, "I haven't done a stakeout in a while."

"Argh," Natsu moaned, "It's the middle of the afternoon, I'll die of boredom!"

Five minutes later, the Dragon Slayer was sound asleep on the rocky floor.

"Well, that was fast," Lucy commented, used to her friend's ridiculous behavior by now.

"Aye," Happy agreed.

Moments later, Lucy was sitting on a rock a meter from the snoozing Dragon Slayer with her head resting on her left palm. "Must be nice," Lucy remarked, looking at Natsu, "he doesn't have to worry about anything but eating, fighting, and sleeping."

"Aye," Happy replied, "that's Natsu for yah."

"I gotta admit," conceded Lucy, "I'm a little bit jealous."

Lucy turned her attention to Gray, who was sitting on a rock in front of the frozen Deliora. He was staring at the ground with a brooding expression. In fact, the onyx-haired teen was recalling a memory of training with his Master Ur when he was a boy.

"Ugh…" Lucy moaned, "I know I agreed to wait, but this is _so_ boring."

"Aye," Happy replied.

Ben, who was propped up against a flat ledge of rock, glanced over at the blond girl and blue cat incredulously. Were they for real? "Breaking the rules and going on an S-Class quest isn't exciting enough for you?" he remarked dryly.

"Oh, I know!" Lucy said excitedly, ignoring Ben's comment.

She pulled out a silver key from her key pouch and thrusted it forward. **"Open, Gate of the Harp Constellation: Lyra!"**

In a puff of pink smoke, a young girl, with orange waist-length hair that curled at the end, appeared. She wore a long blue dress with yellow hearts printed by her waist, leather shoes, and had a pink bonnet on top of her head. She had round blush marks on her cheeks, and small white wings and a large harp on her back.

"Oh wow!" Lyra smiled brightly, waving her right hand in front of her. "I haven't seen you in forever, Lucy!"

"Hey, Lyra," Lucy greeted, smiling.

Ben blinked in confusion at the Celestial Spirit. _'Things just keep getting weirder and weirder…'_ he mused, putting his hands behind his head.

"Say," Lyra looked at the blond wizard in slight annoyance, "why don't you call me anymore? It's not fair." Her demeanor quickly brightened as she continued, "I'd love to help you out, but you ignore me, meanie."

"Meanie, huh," Lucy gave the spirit a pointed look, "you're the one who told me you were only available three days a month."

Lyra gaped and looked at Lucy in slight shock. "Are you sure about that…?"

Happy sweat dropped. "Great…another weirdo,"

Ben sighed, and murmured, "Tell me about it. As if being in a world of magic wasn't crazy enough."

"So, what would you like to hear me sing?" Lyra asked animatedly, "any requests?"

"Nope. Whatever you want," Lucy replied.

"You know any songs about fish?" Happy asked eagerly.

Ben inwardly chuckled. _'Of course Happy would ask that.'_

"Okay!" Lyra beamed, giving a thumbs-up. "I've got a song I think you're going to love, Lucy!"

"Lyra has the most beautiful singing voice." the Celestial wizard said.

"Well, Mira's a singer too, yah know." Happy retorted. "And she sings songs about fish for me."

Lyra sat down and removed her harp from her back, setting it down it front of her. She ran her hands across the harp's strings, creating a calm, lovely sound.

Happy gasped in surprise from the beautiful melody before a peaceful smile crossed his face.

Ben's eyes widened slightly. For some reason, the sound of that melody made him relax. A smile crossed his face as he closed his eyes.

" _Words are born into air…"_ Lyra sang, _"…and quickly fade out in the wind…but they find their way inside you…where they live forevermore…When the skies are dark and full of rain…look inside of your heart…"_

As Lyra continued her song, Gray clenched his teeth as his body trembled slightly. He had suddenly remembered the time when Ur was teaching him how to perform 'Ice-Make: Shield'. As a result, a stray tear fell down his face as he choked back his sobs.

When Lyra finished her melody, she, Lucy, and Happy overheard Gray's sniffling and looked at him in concern.

"Gray?" Lucy said worriedly. "What's wrong?"

"Nothing…" he choked, "I'm fine."

"You seem upset." Happy pointed out.

"Well, one of Lyra's talents is singing songs that relate to what her audience is feeling." Lucy said calmly.

"Did her song make you cry?" asked Happy.

"I…I wasn't crying." Gray denied; although, it didn't take a genius to know that he was lying.

"Maybe you should sing something a little more upbeat?" Lucy suggested to the harp spirit.

"You should've just said that in the first place." Lyra retorted.

A moment of silence passed before Gray replied, "I think we should skip the song. We need to stay quiet. We don't wanna be found out."

Meanwhile, Ben was currently lying against a flat rock, sound asleep. Lyra's singing had knocked him out cold. At first, her melody had sent him into a calm, peaceful slumber; however, it didn't take long for the nightmares to set in, and for his face to contort in discomfort.

For two years, Ben would experience these sudden nightmares. At first, he had lost plenty of sleep over it, but after a while he had learned to manage. However, that didn't mean coping with it was any easier. The pain was still there, just not as strong.

Ben's head rolled to the side in his sleep as he groaned lowly.

…

Back in the Fairy Tail guild hall, Makarov sat at his usual place at the bar, his mind filled with worry. He had four members of his guild, as well as a guest, who were missing and possibly in terrible danger. He'd hoped that Gray was on his way back with them in tow, but it was looking more and more likely that he was either still looking for them, or had joined them.

"Master!" Mirajane walked up to him, a letter in her hands. "A message has arrived from the Magic Council archives. You wanted me to let you know when it got here."

"They already have an answer?" Makarov said, slightly amazed.

He'd sent a message to some old friends, asking them to find any magic that could send someone to another universe. Truthfully, if the magic did exist, it was probably hidden so well that it would take weeks, even months, to find. He hadn't expected a reply in less than three days.

He opened the letter and quickly read through it, his expression turning graver with every word. Mirajane noticed this and had an uneasy feeling.

"Is something wrong, Master? Did your friends find a way for Ben to go home?"

"They did," Makarov said, "but I don't know if Ben will like it."

**Notes for the Chapter:**

> How does Heatblast stay hydrated?


	5. Galuna Island III

…

**Ultimate Fairy**

**Chapter 5: Galuna Island**

**Part III**

…

Ben groaned as he slowly opened his eyes. As he started to wake up, he let out a deep sigh. He had gone through the nightmares for the first time in several weeks. Ben was bewildered by this. Why had they suddenly popped up again?

' _Maybe Lyra's song had something to do with it?'_ Ben thought, then letting out another sigh. _'Well…I've been through this before. I'll get through it again.'_

Suddenly, any tiredness he had or concern for his nightmares quickly dissipated as the cavern began to shake.

"What's going on!?" the teen hero asked, bolting up from the flat rock he had been lying on.

"Is it night yet?" Natsu said, jumping up as well; however, he seemed more concerned with actually doing something than the possibility of being buried alive.

Instead of falling rocks, a violent magic circle appeared on the cavern's ceiling and a purple light flowed downward, covering the frozen form of Deliora.

"It's a beam of light!" Lucy shouted, wide-eyed.

"Shining down from the ceiling," Natsu concluded, equally shocked.

Ben narrowed his eyes at the purple light, and realized, "It looks like the cursed moonlight!"

"What's going on?" Happy fretted. "I'm getting scared here, guys."

"It's shining on Deliora!" Gray exclaimed.

"I don't think that's a coincidence," Natsu stated.

"Let's go!" Gray ordered, waving them towards the exit, "We need to find out where the light's coming from."

"Aye," Happy agreed.

The team ran to the temple and went up a flight of stairs, where they found another magic circle feeding more moonlight onto the floor, which was right above Deliora.

"Why would someone cast a magic circle inside this old temple?" Gray asked, confused.

"I don't know," Ben replied, "but let's check the roof. I'm sure we'll get some answers there."

The team headed up another flight of stairs, which exited on top of the temple. Once there, they found a circle of people, their features concealed by robes and masks. The robed people didn't notice the group as they were focused on chanting some strange words to bring the purple moonlight into a column, which was then being sent via magic circles to bathe the frozen demon below the temple.

The only thing that the wizards and hero couldn't figure out was _what_ they were doing, and _why_ they were doing it.

"The moon…" Gray said.

"It looks like those robed freaks are chanting some weird spell to collect the moonlight." Natsu deduced.

"And shine it on Deliora," Lucy concluded.

"Looks like it," said Ben, "question is, why?"

"It's an ancient spell, used to collect Moon Drip," Lyra explained. For some reason, she had not returned to the Spirit World.

"What are you still doing here?" Lucy whispered crossly.

"I see," Lyra said, ignoring Lucy, "so that's what they're trying to do."

"And that would be…" Ben gestured for the spirit to continue.

"They're using the Moon Drip to melt the ice surrounding that demon underground, so they can resurrect it." Lyra answered.

"Okay," Ben said as calmly as he could, "This is very bad then."

"What?" Natsu gaped.

"They can't!" Gray countered, baring his teeth, "The ice in an Iced Shell _can't_ be melted!"

"I hate to say it, but that's not entirely true." Lyre explained. "While the Iced Shell is strong, it _can_ be melted by the Moon Drip; focused moon-energy can break any spell."

"Oh no," Happy said frightfully.

"Those idiots!" Gray growled. "They've never witnessed the power of Deliora!"

"It's possible that what happened to the islanders is actually just a byproduct of this spell." Lyra continued. "They might not have been targeted intentionally."

"Accident or not," Ben said, reaching for the Omnitrix, "people have died because of this spell. This has to end!"

"Yeah!" Natsu said, starting to rise, "Let's make 'em pay!"

"Wait," Lucy whispered, dragging both boys back down. "Someone's coming this way."

Sure enough, another man was approaching the circle of chanters. His features and age were obscured by the demonic-looking helmet he wore. He had a blue outfit with a white cloak over it, and armored leggings. Walking behind were Yuka, Toby and Sherry, though they kept a respectful distance.

"If I had any money," Ben said, "I'd bet it all that this guy is the 'Cold Emperor' we heard about."

"Sucker's bet," Happy whispered, "no takers here."

"What a waste," Yuka said, "I lost so much sleep, and all for nothing. We searched all day for the intruders, but never found a trace of them."

"Maybe there wasn't any!" Toby yelled.

"I'm afraid I have some sad news, Cold Emperor," Sherry said to the masked man, "We thought we had intruders earlier today, but couldn't find them. We cannot speak of love in this kind of situation."

"Ha!" Ben whispered, "I _so_ called it!"

"Shh!" Lucy shushed him.

"Intruders?" the Cold Emperor said in a flat voice.

Ben and Natsu both noticed Gray stiffen when he heard the voice.

"Has Deliora been awakened?" The Cold Emperor questioned.

"It should be either tonight or tomorrow," Sherry answered.

"Which one, girl?!" Toby asked impatiently.

For a moment, the Cold Emperor was silent.

"The time has almost come," he finally said. "If you see those intruders again, kill them. I don't want anyone getting in my way."

"It must have been the villagers." Sherry summarized. "They're the only other people on this island."

"Then destroy the village!" the Cold Emperor commanded.

"Yes, sir!" all three said as one, bowing before their master.

Ben felt as if ice had been poured into his veins. These people were going to wipe out an entire village of innocent people on the _possibility_ that they saw a frozen monster!?

"What?" Natsu snapped angrily.

"B-but…" Lucy looked very worried, "but the villagers have nothing to do with this!"

"Yeah, we have to stop them." The pink-haired wizard asserted.

The Cold Emperor smirked. "It's a shame there has to be bloodshed."

Gray continued to stare at the demonic-masked villain in shock. "That voice…" he murmured, "no…it can't be…"

"I've had enough of this sneaking around business!" everyone turned to see Natsu standing on top of the boulder he'd been hiding behind. Natsu's cheeks swelled up far larger than any normal humans before he looked up and exhaled a powerful torrent of fire into the air. "IT'S NOT THE VILLAGERS! WE'RE THE INTRUDERS YOU'RE AFTER!"

' _Well, the Big Bad is here,'_ Ben thought, as he stood next to the Dragon Slayer, ' _this looks like a good chance to finish everything quickly.'_

"Sorry about crashing the party," Ben said, activating the Omnitrix, "but my loud friend here is right. The villagers didn't do anything to you. We're the ones you want."

"Geez…" Lucy groaned, standing up, "guess there's no turning back now, huh?"

"Aye," Happy agreed.

"Ooh, I want to help out too." Lyra requested nicely, standing behind Lucy. "Want me to sing?"

"No," a vein throbbed on Lucy's head, "I want you to go back." She deadpanned.

"Ahh…you're no fun…" Lyra said, holding her cheeks. In a puff of pink smoke, she vanished and returned to the Spirit World.

As the villains eyed their now-revealed enemies, Sherry spotted Natsu's guild mark.

"I know that mark," she said to her comrades, "they're from Fairy Tail!"

"They are," Ben said, gesturing to the others, "I'm not."

"Then who are you?" Toby demanded.

Ben grinned. "Just your average, run-of-the-mill superhero."

"Interesting, those villagers must've gone to the magical guilds for help." Yuka commented, "Although I can't believe anyone would have the arrogance to call themselves a _super_ -hero."

"This coming from a guy whose boss calls himself 'The Cold Emperor'?" Ben shot back.

"Don't worry about them." The Cold Emperor replied calmly. "Go eradicate the village."

"What!?" Lucy gasped.

"But why?" Natsu asked, equally surprised.

"Anyone who stands in my way either deliberately or not is my enemy." The masked villain stated, clenching his right fist for emphasis.

"Say WHAT?!" Natsu shouted, appalled.

"Okay, that's it." Ben quickly activated the Omnitrix. "It's Hero time!"

After he selected an icon and the plate slid back, he slammed down the dial and disappeared in a flash of green light. In Ben's place stood what looked like an old-fashioned stove with arms and legs. The metal was iron-colored and a dull shade of green. An orange glow illuminated from the grille on the front of its head. The Omnitrix dial was positioned on the dull shaded green lock on its chest.

" **NRG!"** he called out in a Russian accent, then charged forward, "Come on, guys, let's take 'em down!"

Natsu ran alongside the alien while Gray jumped into the air.

"Stop this crazy ceremony right now!" Gray cried. As he landed, he slammed his hands into the ground and created a shockwave of ice that forced the Emperor's lackeys to jump out of the way.

The Emperor, however, summoned an icy-blue magical circle in his right hand. When he landed, he slammed his right palm against the stone ground, creating a wave of his own that was equally as powerful as Gray's. The two ice-walls met head-on and canceled each other out before shattering into tiny fragments.

"He's an ice wizard too?!" Happy shouted, shocked.

Gray stepped back as glared daggers at the masked villains. "Lyon," he growled dangerously.

Natsu and Lucy both gasped while NRG, who had stopped to watch the display, was befuddled.

"Lyon?" Lucy repeated.

"Uh…who's Lyon?" NRG asked, bemused.

"Lyon," Gray continued; his voice hoarse with frustration and anger, "how could you? Do you have any idea what you're doing?!"

"Oh, Gray," the Cold Emperor, now identified as Lyon, said nonchalantly. "It's been quite a while, hasn't it?"

Lucy and Happy both gasped, surprised that Gray and Lyon actually knew each other.

"Why would you revive Deliora!?" Gray demanded.

"To think that _you_ were one of the wizards called to this island to help those poor villagers." Lyon said, ignoring Gray's question. "Did you come knowing that you would find me? Or is this just mere coincidence? Not that it makes any difference to me."

"An acquaintance of yours, Cold Emperor?" Yuka asked.

"Do as you were ordered," Lyon replied, though NRG noted that he didn't answer the question either. "I'll handle the intruders on my own."

"Yes, sir!" all three shouted, before dashing off in different directions.

"Hey, come back here!" Natsu yelled, running around Lyon.

"No! Natsu, don't get near him!" Gray had a panicked look in his eye again.

Lyon didn't even glance at Natsu. He merely held out his hand, and a sphere of spiked ice engulfed the Dragon Slayer's torso, upper arms and thighs.

"Natsu!" Lucy cried out.

"Happy, get Lucy out of here!" Gray yelled.

"Aye!" the blue cat sprouted his wings and grabbed Lucy by the back of her shirt, lifting her into the air, despite her protests.

Gray held out his arms and fired a wave of ice at Lyon. The masked wizard simply held out his right arm and created a domed shield, which blocked Gray's attack.

NRG glanced back and called out, "Happy! Take Lucy and warn the village! Natsu, Gray, and I will try to stop them, but should be ready just in case!"

"Aye!" Happy shouted, and then flew off toward the village.

"Be careful!" Lucy yelled, before they disappeared in the distance.

"Okay," NRG turned his attention back to Lyon, "my turn!" He charged the masked wizard, who merely held out his hand and froze the Omnitrix bearer in a similar manner he did Natsu.

"No matter what kind of strange creature you are," Lyon said; his tone emotionless, "nothing can get out of my ice."

If anyone could see NRG's face through his helmet, they would see he had a smug grin. "Are you so sure?"

To both ice wizards' shock, NRG's armored suit began to glow orange as if the metal was melting; however, instead of the armor melting, the ice melted instead! Before Lyon could react, NRG walked over to Natsu and placed his glowing hand against the ice that was trapping him.

Ben knew Natsu could handle heat, being a Fire Dragon Slayer and all, but he wasn't sure how he would respond to radiation. So, he made sure to only melt the ice to where it was an inch thick, allowing Natsu to break out using his own strength.

"Hmm…" Lyon hummed, intrigued by how NRG could easily melt his ice, "interesting."

"There's more where that came from." NRG stated, charging up his hands with extreme heat.

"You distracted me long enough for the girl and the cat to escape. Chivalrous, but ultimately pointless," Lyon remarked. "There's no way those two could stop my minions."

"Seriously, you call them minions?" NRG shook his head. "Man, you've got the supervillain-style down, pat."

"Don't underestimate the power of Fairy Tail!" Natsu shouted, "Come on, we'll take you on!"

"Not us, Natsu," Gray retorted, not looking away from Lyon, "just me! You and Ben go after the other three."

"Oh, come on!" Natsu growled, but NRG grabbed his shoulder with his now-cooled hands.

"Natsu, we can't let innocent people get hurt because of us," the armored alien said, "and no, I'm not going without you because you'll just get frozen again." He then turned to Gray. "Can you take him?"

Gray nodded. "At the very least, I can fight him to a draw."

"Fair enough," NRG replied, "but make it fast. We might need all the help we can get."

As NRG and Natsu ran off into the forest, the Dragon Slayer stopped for a moment.

Without looking back, Natsu said, his tone serious, "Just don't die" He then left to catch up with Ben.

Gray remembered saying the same thing to Natsu during the Lullaby incident a week prior. He had thought that the Dragon Slayer hadn't heard him, but it was possible that he was wrong. He shouldn't be too surprised though since Dragon Slayers do have keen senses.

Lyon chuckled humorlessly. "You think you can fight me to a draw 'at the very least'? That's not just reckless; it's also arrogant, Gray."

"I don't understand why you're trying to pull this superior act with me, Lyon. You're not!" Gray exclaimed angrily. "We're not Ur's students anymore!"

"I'm well aware that we're not Ur's students," Lyon replied, removing his mask to reveal the face of a young man with spiky white hair. "After all, our beloved teacher is no longer among the living."

"Her final act was sealing that monster away. Are you really so callous that you would destroy our master's legacy?" accused Gray.

"Don't delude yourself," Lyon countered, "we both know that _you're_ the one that killed Ur."

Gray's eyes went wide and his mouth twisted into a snarl.

"But you don't seem to have any guilt over that," Lyon continued, "how cruel."

…

Off the coast of Galuna Island, another danger was floating towards the shore. A massive ship, bearing the flag of pirates, was closing fast. However, the pirates weren't the ones who were dangerous; in fact, most of them were strewn about the deck, unconscious, severely beaten by the person who had hijacked their ship.

The captain of the ship, the only pirate still on his feet, and only because he was being forced to steer, glanced at the hijacker out of the corner of the one eye not covered in an eye patch.

"Why do you want to go to Galuna Island?" he asked nervously, "I mean, it's scary!"

"Just shut up and steer," the hijacker said in a commanding voice, as several of the pirates began to wake up.

"If you drop us off somewhere, you can have the boat!" the captain pleaded, "Please, I'm begging yah! I've heard that the island is cursed, and that anyone who sets foot on its soil gets turned into a demon!"

"I will take that chance," the hijacker responded.

"B-but why do you have to go there!?" the captain asked, panic in his voice.

The hijacker stepped out of the shadows, revealing herself to be a beautiful young woman with long scarlet hair and outfitted in armor; the mark of Fairy Tail was printed on the left side of her breastplate, while a yellow, asymmetrical cross was placed over that.

"When rules are broken," said Erza Scarlet, known as Titania, Queen of the Fairies, "the guilty must be punished. That is all I can tell you."

Despite being thoroughly crushed by her, the pirate crew found themselves warming up to the wizard; it didn't hurt that she was beautiful and they, being pirates, saw that as a bonus.

"We'll help you catch those guys," declared one pirate, despite not knowing who it was that they were chasing. Even the captain was inspired by Erza's courage in the face of the terror that was Galuna Island.

"All right, ya scallywags," he shouted, "get yer anchors outta yer pants and raise all sails; we're headed ta Galuna Island!"

As the pirates got to work, Erza reflected on why she'd needed to go to cursed island…

…

_It wasn't unusual for the wizards of Fairy Tail to be anxious about something, though it was usually Natsu or Gray who were responsible, but as Erza entered the guild hall, she noticed neither wizard was present._

" _Mirajane," she said evenly, "what has happened?"_

" _Oh, Erza, it's terrible!" Mirajane said from her usual place from behind the bar. "Natsu took on one of the S-Class quests!"_

" _By himself!?" Erza asked, but kept her face neutral._

" _No, he took Lucy and Happy with him," Mira replied, "and Ben as well."_

_That was even more surprising to Erza. Lucy didn't seem the type to break the rules like that, and from what she'd heard, Ben wasn't technically a wizard, even if he could turn into creatures with incredible powers. Why had they done it?_

" _And there's more," Mirajane continued, "the Master sent Gray after them yesterday, but he should have been back by now. He might be hurt!"_

" _Or, knowing Gray, he went along with them," Erza said to herself, but Mirajane still heard it._

" _Oh no! Please, Erza, you have to bring them back, especially Ben; he's never even been on a normal wizard job, let alone an S-Class one!"_

" _Erza, I'm glad you've arrived." Makarov said as he descended from the second floor of the guild hall. "I need you to fetch Natsu, Happy, Lucy, Gray and Ben from Galuna Island as soon as you can. They're out of their league."_

" _Understood, Master," Erza complied. "I'll head to Hargeon immediately."_

_Erza turned on her heel and walked out of the building, but not before hearing Makarov's comment to Mirajane._

" _Though, if this information is correct, Ben might not see the point of coming back…"_

…

While Erza had no idea what the Master meant by that, and while she didn't know what to do with Ben, since he wasn't a member of Fairy Tail, she did know that the other members of her team had broken important rules of the guild. If they were in danger, she would rescue them and allow them to recover before they were punished; if they were fine, then their punishment would come all the sooner.

From the Master's tone, however, whatever information awaited Ben would probably be punishment enough…

…

Back at the temple, the group of chanters had been watching the faceoff between Gray and Lyon; the latter remained calm and collected while the former was starting to tremble in anger.

"Enough of the games, Gray," Lyon said, "We both know that you're the one who murdered Ur, so just admit it."

When Gray didn't answer, Lyon's face finally showed emotion, his eyes going wide with near-mania.

"I'm surprised you have the gall to even speak her name!" Lyon held out his hand, and a spiked mace made of ice slammed into Gray, sending him flying back.

Gray struggled to his feet. "Lyon…"

"What's wrong?" Lyon asked mockingly. "Don't tell me the guilt is finally getting to you. I'm warning you, don't try to interfere; whether you like it or not, I _am_ resurrecting Deliora."

"I won't let you!" Gray snarled.

Lyon stared at the onyx-haired teen for a tense moment before he tossed his demonic helmet to the ground.

"It's just like old times," Lyon smirked as ice gathered around his hand, "but I've grown much stronger since then." A icy-blue magical circle appeared in front of his hand. **"Ice Make: Eagle!"**

A flock of icy eagles soared out of the magical circle and headed straight for Gray, who put his fist on top of his palm and slammed his joined hands into the ground.

" **Ice Make: Shield!"**

However, instead of crashing against the fan-shaped shield, the eagles flew over and around it, slamming painfully into Gray.

"While _your_ specialty is making inanimate objects, Static Ice Make Magic," Lyon said, " _mine_ is creating living creatures, Active Ice Make Magic. Did you forget that my ice has the ability to move?"

Instead of answering, Gray jumped in the air and gathered his magic once again. **"Ice Make: Hammer!"**

A giant sledgehammer flew down at Lyon, who only pointed up with two fingers. **"Ice Make: Ape!"**

A large gorilla made of ice appeared and blocked the hammer, both ice structures shattering on impact.

"How pathetic," Lyon taunted. "You still use two hands when casting your Ice-Make spells."

"Yeah, because that's what Ur taught us," Gray disputed. "Single-handed spellcasting is incomplete and unbalanced!"

"Well, I'm the exception to that rule." Lyon boasted. "I surpassed Ur's skill a long time ago."

That statement really got under Gray's skin. "Shut your mouth!" he snarled dangerously.

"Regardless," Lyon continued, "ever since we were children, you've never been able to land a single hit on me."

Gray brought his hands together again. "I'm a lot stronger now than I used to be!" He slammed his hands against the ground again. **"Ice Make: Geyser!"**

A spiked column of ice erupted from the ground, engulfing Lyon, who didn't even flinch. At first, Gray thought that he had won, but then the ice cracked and shattered, revealing an unscathed Lyon.

"Nothing has changed," Lyon bragged, "I was always the superior student, and I'm _still_ stronger than you. I was able to master single-handed Ice Make Magic, while you still rely on two hands. It's just like the old days; we may have chosen different paths, but we're frozen in time. Our rankings as wizards never changed."

Lyon raised his hand. **"Ice Make: Ice Dragon!"**

A giant ice dragon emerged from the ground that sent Gray flying into the air, and then slamming him back to earth rather painfully.

"That's why I'm restoring Deliora…to prove that I am more than Ur's star pupil." He didn't even glance at Gray's fallen form. "Even as a child, I only had one dream: to surpass Ur's abilities as a wizard. But you ruined it for me, Gray. After she died, I thought my lifelong dream of surpassing her had been dashed. But then I realized that there was still a way; if I can defeat Deliora, a demon so strong that not even Ur could vanquish it, then I will have exceeded her in power. My dream will finally become a reality!"

Clutching at his side, Gray stumbled to his feet. "Listen to me; that thing destroyed everything we ever cared about, and you want to bring it back just to prove how strong you are?! That's insane!"

Lyon's eye twitched.

"Please," Gray begged hoarsely, "you can't do this!"

Finally, Lyon's composure snapped as he sent dozens of smaller Ice Dragons at Gray from all angles, further injuring him.

" _Please, you can't do this?_ " he echoed. "Really, is that the best you can do?" As Gray fell once again, Lyon continued, "Funny, that's the same thing _we_ said to _you_ that faithful day." He glared harder at his foe. "Surely you remember? It's because you challenged Deliora that Ur lost her life! I can't even stand you speaking her name in my presence; begone!"

With one final Ice Dragon, Lyon sent Gray careening up into the air. The battered Fairy Tail wizard let out an anguished cry as he fell to the ground. With a swish of his cloak, Lyon turned and walked away, not even bothering to look at his unconscious formal rival.

…

Natsu stopped running through the jungle, a strange chill going up his spine. He looked back at the temple, while NRG came to a halt when he noticed that Natsu wasn't moving.

"Natsu?" he asked, "Is something wrong?"

"I don't know." Natsu answered. "I just have this bad feeling about Gray. I think… I need to go back for him."

NRG looked at him for a moment, and then gave his best impression of a nod since his armored body didn't have a neck. "Go after him."

"Are you sure?" Natsu asked uncertain.

"Over the years, I've learned to trust my instincts," NRG replied, "and if yours are saying to go back, then you should go back. I'll take on those other guys, just go help Gray."

Natsu grinned and gave NRG a thumbs-up. "Thanks, man."

"Don't thank me," NRG said, pointing at the temple, "just run!"

Natsu dashed off back to the temple. NRG watched him for a moment before slapping the Omnitrix dial. In a flash of green, he had transformed into a blue and black velociraptor-like creature with spheres for feet and a mask-like visor over his face.

" **XLR8!"** Ben shouted in a raspy voice. "Okay, this is much better. I'll catch up to those guys in no time!"

In a blue blur, he rushed off, determined to stop Lyon's minions before it was too late.

…

At top of the temple, Gray was in so much pain that he could barely even blink. In his pain-ridden state, he saw the shadow of his teacher.

" _Get up, Gray,"_ she said, before the image resolved into Natsu, "I said, get up!"

"N-Natsu…" Gray whispered.

"Man, you got the snot kicked out of you, huh?" Natsu shook his head. "And you said you could fight him to a draw…"

"W-what are you… doing here?"

"I had a bad feeling, so I came back for yah." Natsu answered, and then started to haul Gray to his feet. "Come on; let's get you back to the village."

Gray shook off his hand. "I can walk, Natsu. Where's Lyon?"

"Dunno," Natsu told him, "After I found you, him and those chanting freaks had vanished."

Gray took a step forward, but it was all he managed before he began to fall again. He was stopped when Natsu caught him by the back of his shirt. Without speaking, Natsu hefted the ice wizard over his shoulder and began walking towards the village.

After a minute, Natsu spoke up. "Now, hang on. I'm sorry if this hurts, but I've gotta start running if we're gonna catch up to Ben and help him stop those guys."

Natsu took off at a brisk jog; it aggravated Gray's injuries, but he endured through the pain. During that time, Gray remembered back when Ur had warned him against challenging Deliora, and how he had tried to convince Natsu from going to Galuna Island; both situations were fairly similar.

"Hey," he said.

"Yeah?"

"I'm sorry," Gray said, "I'm sorry for not believing in you and the others. I should have known better." Tears slid down his face, showing how ashamed he was for his lack of faith in his friends. Natsu stopped and looked at him.

"Quit feeling sorry for yourself because you lost a fight!" Natsu shouted. "You're a member of Fairy Tail, and we don't give up when times are tough. So put it behind you and keep moving forward!"

It was then that Gray realized that he had broken one of the guild's cardinal rules; not that he had taken an S-Class quest, but that he had been caught up in the past, instead of heading towards the future. Even as Natsu began running again, causing pain to flare across his battered body, Gray swore to never break that rule again.

…

XLR8 rushed through the jungle at super-speeds, heading towards the village. But along the way, he never spotted Lyon's goons. He was beginning to worry that they had already arrived at the village, but when he reached the gate, he found Lucy, Happy, the transformed villagers and a maid with pink hair and shackles around her wrists.

"Hey, Lucy," XLR8 called out as he zoomed in, "Is everything all right?"

"Ben!?" Lucy asked, seeing the Omnitrix symbol on his chest; all of his transformations seemed to have that. Then she noticed where exactly XLR8 was headed.

"Ben, wait! Don't come any closer!" the blond wizard freaked out. "STOP!"

"Why?" XLR8 skidded to a halt, right on top of a pile of palm leaves, which gave way and caused the alien fall right into a large hole.

"Ow…" he grunted.

"Wow, that trap actually worked." one of the villagers commented.

"Yeah," another villager said with a dumbfounded expression as he turned to Lucy, "sorry we doubted you."

XLR8 climbed out of the hole, then turned back to normal; much to the villagers' shock since they hadn't seen Ben transform before.

"Why was there a hole?" Ben asked, quirking a brow. He then noticed a pink-haired maid and pointed to her. "And who is that?"

"Um, in order," Lucy said, embarrassed, "I was trying to make a trap for Lyon's guys, and this is Virgo, one of my Zodiac Spirits. She used her power to dig the hole."

"Hello, sir," Virgo said, bowing politely.

"Um, hi." Ben looked back at the hole, which was at least ten feet deep. "You did that? Remind me to introduce you to Armodrillo sometime."

Before Virgo could respond, Natsu's voice rang out.

"Hey guys!" he jogged into the village with Gray on his shoulders, "Hey, what's with the hole?"

"Oh man, is Gray all right?" Ben asked, concerned.

"He got beat up pretty bad," Natsu replied.

"Lucy made a hole to trap Lyon's lackeys." Happy explained, answering Natsu's second question.

"That's dumb," Natsu remarked, handing Gray off to some of the villagers, who began applying first aid.

"Aye," Happy agreed.

"H-hey!" one of the villagers began pointing at the sky, "Look over there!"

Everyone looked in the direction the man was pointing and, to their shock, saw the giant rat flying in the air, using its tail as a propeller and holding a giant bucket. Yuka, Toby and Sherry could be seen on the rat's back.

"How the heck does that even work!?" Ben yelled, his brain trying and failing to figure out how the rat was flying.

"What?!" Lucy raged. "Now my pit fall trap is totally pointless!"

Ben glanced at the busty blond and gave her an incredulous look.

"What's it got in the bucket?" Natsu asked, deciding to ignore Ben's question, since it was going to hurt his brain.

As if in answer, a fist-sized drop of green goo flew out of the bucket and headed right at Lucy, who stared at it.

"Jelly?" she wondered as it got closer to her.

"Look out!" Natsu shouted, tackling her out of the way. Instead of hitting her, the jelly hit a plant that had been at her feet. When it made contact, both the plant and a few inches of earth beneath it sizzled and dissolved into nothingness.

"Whoa!" Ben backed away from the steaming hole in the ground. "It's some kind of acid!"

"I knew it smelled deadly," Natsu growled, helping Lucy to her feet.

"T-that rat has a whole bucket of that stuff!" a villager cried, "It's gonna drop it on the village!"

Above them, the rat Angelica threw the bucket over the village, releasing a wave of jelly large enough to cover the village and everyone in it.

"How do we stop _that_!?" Lucy screamed.

"I need everyone to get to the center of the village!" Natsu yelled as he started to run, "Let's go, Happy!"

"Aye, sir!" Happy flew in behind the Dragon Slayer and picked him up, flying straight at the jelly.

Ben, realizing what Natsu had planned, activated the Omnitrix and after finding the alien icon he wanted, he slammed down the core when it popped out. When the flash of light from his transformation faded, he had changed into a giant turtle with large flippers for arms and legs; he had holes in the front of his shell with the Omnitrix dial in the center.

" **TERRASPIN!"** He cried in a sleepy-sounding voice.

Terraspin withdrew his head into his shell and jumped into the air; his legs joined together into a single flipper, and all three began to spin around like the blades of a helicopter. Terraspin flew off in pursuit of Natsu, hovering just below him.

"Natsu!" he yelled, "Do what you're gonna do. I'll back you up!"

"Got it!" Natsu responded, then gathered fire around his hands, then put them together to create a massive ball of fire. **"Fire Dragon Brilliant Flame!"**

With a mighty heave, Natsu hurled fireball right at the center of the jelly, causing an explosion that scattered the goo, leaving a safe area around the center of the village. Knowing that it might not be enough, Terraspin righted himself and focused his power, shooting a tunnel of wind and spinning in a circle.

As the wind blew the jelly further away, one of the villagers noticed that Chief Moka wasn't with them; instead, he was kneeling at his son's grave, his arms wrapped around the headstone, and there was a jelly blob headed straight for him.

"Chief, run!" the villager cried.

"No!" the old man yelled stubbornly, "I won't leave Bobo's grave!"

All the villagers cried out in fear and grief as the jelly covered their leader. As the mist created by the acid dispersed, however, a figure strode out, carrying the shaken chief.

"Do you wish to punish him for not obeying you, Princess?"

"Virgo!" Lucy cried with a smile, glad that she hadn't sent the spirit back to the Spirit World.

In the wake of the acid attack, a giant donut-shaped hole was created; nearly the entire village had been dissolved away in the ring. Thankfully, all of the villagers were safe in the unaffected area in the center.

When Terraspin, Natsu and Happy landed, they were crowded by villagers who wanted to express their thanks and gratitude for saving their lives, even if most of the village had been destroyed. Virgo was also thanked for saving their leader's life until she disappeared back into the Spirit World. The only one who didn't speak to them was Moka, who stared at where he'd been only moments before.

"Bobo's grave is still standing," he whispered, relieved that the resting place of his son was undisturbed.

That changed, however, when Yuka's foot kicked the headstone over, causing the wizards and the superhero to glare at the man.

"The Cold Emperor has commanded us to eradicate the village _and_ its people." Sherry said coldly as she, Yuka and Toby approached, Angelica right behind them. "We were trying to show mercy by making your deaths quick and painless. But since that didn't work, we'll have to resort to bloodshed."

"Hey, lady," Terraspin said angrily, "newsflash for yah: death by acid is _not_ painless!"

Lyon's lackeys ignored him.

"Three wizards, a few dozen villagers," Yuka commented arrogantly, "This shouldn't take more than, oh, fifteen minutes."

"Ready to rock, guys?" Terraspin asked, gearing himself up.

"Yeah!" Natsu said.

"These creeps are going down." Lucy stated; her tone serious.

"Aye!" Happy shouted.

Gray slowly opened his eyes as he was starting to come to. The village chief, Moka, tightened his grip on his staff as he glared daggers at the three wizards who dared to desecrate his son's grave.

"How dare they," he snarled venomously, "such disrespect! THEY KICKED OVER BOBO'S GRAVE!" Several villagers quickly grabbed the raging Moka before he could attack Yuka, Sherry, and Toby.

"Calm down, chief." One villager said.

"We have to get outta here!" Another warned.

"Yeah," a third added, "we don't wanna get caught in the middle of a magic battle."

"HURRY UP AND GET HIM TO SAFETY!" a villager commanded. They quickly responded as they dragged a resisting Moka away from the inevitable battle.

Meanwhile, Gray had actually found the strength to return to his feet, albeit shakily. "Lemme help you…" he murmured painfully.

Terraspin, Lucy, Natsu and Happy turned back to the ice wizard. The former eyed him with a straight face, knowing full well that Gray was in no condition to fight. Apparently, Ben wasn't the only one who had come to this conclusion.

"Not gonna happen." Natsu rebuked. "We don't need your help."

Gray panted as he said, "Natsu…don't do this to me-" Whatever the raven-haired wizard was going to say next was interrupted as Natsu punched him in the gut.

"Just lie down and get some rest." ordered Natsu.

Gray grabbed onto Natsu's scarf, but then went limp as he reentered unconsciousness; Natsu caught him to keep him from falling to the ground.

Terraspin nodded in agreement. He was thankful that Natsu knew when it was time to get serious.

"But why?" Lucy asked softly.

"Isn't it obvious?" Terraspin commented.

"Gray's getting some tough love." Happy explained. "Natsu knows he's in no condition to fight, so he had to stop him."

Lucy looked at the pink-haired wizard with a thoughtful expression. "That means…deep down they really do care." She whispered.

A villager came up and heaved Gray over his shoulder carefully and followed the rest of the villagers to safety. The remaining wizards and superhero then turned their attention back on Lyon's minions.

"Okay, I'll take dog-boy over there," said Terraspin, "Natsu, take eyebrows. Lucy, go after rat-girl."

The wizards and cat nodded, but their enemies were clearly offended.

"I'm not a dog!" Toby yelled.

"Eyebrows?" Yuka repeated, his hand going to his forehead.

"R-rat-girl!? Oh, you are _so_ dead!" Sherry screeched. She then regained her composure, and continued, "We won't stop until everyone in this village is dead. Right, Angelica?"

The rat hissed maliciously, and then spun her tail, taking off right after Sherry hopped onto her back.

"I'm not going to let you get away with this!" Lucy yelled, leaping at the rat and grabbing one of its claws. Then, she realized what she had just done. "Oh no! I got too excited and jumped on!"

"Oh, for crying out loud," Terraspin groaned, holding one flipper against his face.

"Yep, she's stupid," Happy commented.

"Or insane!" Natsu added.

Lucy, deciding to make the best of the situation, was doing what she could to stop Sherry and her rat; of course, the only thing she could do was punch ineffectually at the claw she held onto. When that didn't work, she tried tickling the rat's foot; to everyone's shock, not only was Angelica ticklish, but she was so much so that she lost control and crashed in the distance!

"Wow," Yuka commented, "she's going to be ticked."

"I don't have any ticks!" Toby yelled.

"I wasn't talking to you," Yuka replied, exasperated.

"I hope she's okay," Terraspin worried.

"I'll go check on her," Happy replied, sprouting his wings and flying off.

"Hey Ben," Natsu said, "After we finish with these guys, could you go after him?"

"Sure," Terraspin responded, "let's make this quick."

The turtle-alien spun his flippers once again and launched himself at Toby, both of them skidding across the ground, while Natsu hopped over Yuka's head and shot a breath of fire at him. Yuka only barely blocked it with a blue barrier.

"A wizard that breathes fire?" Yuka asked, "Don't tell me that you're the Salamander of Fairy Tail I've heard so much about?"

Natsu didn't reply, but he glanced out of the corner of his eye to see Terraspin rise, then slapped the Omnitrix dial. In a flash of green light, he was replaced by a tall alien with a turquoise colored crystal body with two spikes jutting out from its back and wore black pants and a green sleeveless shirt with a black stripe going down the center. The Omnitrix dial was in the center of a green and white belt around his its waist.

" **Diamondhead!"**

Toby hopped to his feet with a cocky smile. "I'm good!"

"You know," Yuka said, drawing Natsu's attention back to him, "we used to be in a famous guild ourselves, so neither of you should blow us off. In fact, the famous Iron Rock Jura is from the same guild; surely, you've heard of Lamia Scale?"

"Nope," Diamondhead answered nonchalantly, causing Toby's jaw to drop, "Never heard of Iron-whoever, either."

Natsu didn't even give a snarky reply, instead shooting another blast of fire at Yuka's face, which was blocked by another barrier.

"Hey, cut it out!" Yuka shouted, "Listen when I'm talking to you!"

"Why?" Natsu asked, "You think I care what guild you're from, or who the other members are? We came here to help these people and you're the ones who put them in danger in the first place! That makes you Fairy Tail's enemy, and that gives me more than enough reason to fight you."

"As for me," Diamondhead stated, "I might not be in a guild, but I know the difference between right and wrong, and I know that you guys are definitely not in the right!"

"Toby," Yuka said calmly, "take out the Take-Over wizard. I'll handle the Salamander."

Toby growled and leaped at Diamondhead, who caught his fist with one hand.

"Bad doggy," Diamondhead taunted with a smirk, "no biscuit!"

"I'm not a d—ooph!" Toby was interrupted by Diamondhead's fist going into his jaw, knocking him back.

"By the way," Diamondhead added, "I'm _not_ a wizard!"

Toby hopped back to his feet and lunged at Diamondhead, grabbing him in a headlock with one arm and punching him in the side of the head with the other. However, since he was called Diamondhead for a reason, all Toby got was a bruised fist. The dog-like man jumped off and growled.

"You know," he said, "your friend over there is lucky. Yuka is tough, but _I'm_ even stronger!" his fingernails then turned green and extended several inches. "These are my Mega-Jellyfish Paralyzing Claws! You'll never guess what they do!"

"Um, paralyze you?" Diamondhead asked sardonically.

Toby's jaw dropped in shock.

"How did you know that?" he gasped, "Hey…you got ESP or something?"

"No, you're just stupid." The Petrosapien retorted.

"No one talks to me like that!" Toby yelled, swiping at Diamondhead, who jumped back out of reflex. "With one swipe from my claws, you'll be frozen, just waiting to die!"

Toby tried slashing him again, but instead on dodging, Ben held up his crystal arm to block. Had his arm been made of flesh, Diamondhead would have been in trouble; as it was, Toby's nails shattered.

"OW!" Toby cradled his wounded hand, and then glared at the alien. "I'm gonna kill you for that!"

"Hey, wait a minute," the Petrosapien said, then held a hand to his forehead, "You got something on your face, right about here?"

"What is it?" Toby asked, pressing his fingers against his own head. Unfortunately for him, the hand he used was the one with undamaged claws; as a result, he had ended up paralyzing himself. As he fell to the ground, Diamondhead burst out laughing.

"Oh, man! I can't believe he fell for that," He grinned widely, "funniest fight ever!"

Once he recovered from his bout of hilarity, he looked over at Natsu's fight, which was still ongoing. The Dragon Slayer kept shooting blast of fire, but each attack was blocked by the same blue barrier.

"It's useless," Yuka commented, then pointed two of his fingers like a gun, **"Wave!"**

A blue blast of energy shot forth, narrowly missing Natsu, who shot out more fire, which was easily stopped.

"The energy that I use disrupts all types of magic," Yuka explained smugly, "which means that none of your spells will work against me!"

"So that's why my fire couldn't break down his barrier." Natsu said, understanding.

"I specialize in Anti-Wizard Magic," Yuka continued, "something I was known quite well for in Lamia Scale. For you see, all wizards are helpless before me; even you!" he held out his hand again.

" **Wave!"**

Natsu dodged another blast, the charged forward, his fists wreathed in fire, but his punch was stopped yet again by Yuka's barrier; his flames instantly extinguished.

"Don't you have any other moves?" Diamondhead demanded, not sure if he should help or not.

"It doesn't matter what he can do, I'm not going to let him off the hook that easily!" Natsu declared.

With that, he punched his forearm clean through the barrier, inches away from Yuka's face.

' _Guess it only stops his arm when he's using magic,'_ Diamondhead thought.

The Petrosapien was then startled when Natsu started to scream in pain; his arm, still inside the barrier, was rippling like it was an image distorted by water.

"You put your bare arm inside of a vortex of magical energy… not smart." Yuka commented impassively.

Instead of answering, Natsu smashed forward, shoving his head and part of his torso into the barrier.

"Your magic is no match for my brute strength!" he yelled, clearly in pain, but forcing past it.

Diamondhead wasn't sure if he should be impressed with the Dragon Slayer's tenacity, or worried that he was going to die.

"It doesn't matter," Yuka said, though his composure was clearly broken, "Your flames are useless inside the vortex!"

"But I can still use them _outside_ ," Natsu grinned roguishly "and that gives me a great idea!"

A jet of fire shot out of his elbow, acting as a booster to force his fist towards Yuka's face.

" **Fire Dragon Flame Elbow!"**

The force of the punch was enough to send a stunned Yuka flying. When he hit the ground, he didn't get up again. Natsu wiped his hands, and then noticed that Ben had won his fight.

"Nice job, Ben. How'd you beat dog-boy?"

Diamondhead shrugged. "Tricked him into paralyzing himself."

Natsu laughed. "Ha! That's hilarious; I wish I'd seen that!"

"You didn't do too bad yourself," Diamondhead replied, and then crossed his arms, "But seriously, did you just make up that flame elbow move? Because, honestly, I can't believe you already knew a move like that."

Natsu looked away. "Well, it worked, didn't it? Besides, those guys were a joke, anyway."

"Yeah, I guarantee either of us could have taken on both of them by ourselves." Diamondhead agreed.

Natsu then walked over to Bobo's headstone and placed it back up in its rightful place. "Here we go." Then he kneeled by it. "We're gonna find a way to change your people back to normal, Bobo. I know we will. And I promise you…we will avenge your death."

Diamondhead nodded in agreement. "Yeah…we will."

"Hey, Ben," Natsu stood up and turned back to him, "weren't we going to go after Happy and Lucy?"

Diamondhead smacked his forehead. "I'm such an idiot! I forgot!"

"Okay, you go after them." Natsu said. "I've got an idea about what to do with that frozen demon."

"Really?" Diamondhead asked, and then narrowed his eyes. "Your plan is more than just punching it, right?"

"Yes, I have an actual plan!" Natsu yelled indignantly. "Now go help Happy and Lucy!"

"All right, all right!" Diamondhead ran off in the direction he'd seen Angelica fall. "Just be careful, okay?"

"Yeah, I will!" Natsu watched the Petrosapien leave, and then looked around. "Now, which way was the temple, again?"

…

As Ben ran through the forest, he transformed back to human to conserve power on the Omnitrix. When the teen hero reached his destination, he found that the giant rat had gotten out of the crater it had created when it crashed; thankfully, it had left large tracks for him to follow. He eventually made his way to the beach, where he found Angelica unconscious, lying next to Sherry, who was also out cold.

"Wow," Ben said to himself, "did Lucy do all this?" He didn't know that the blond girl was so powerful; either that, or Sherry was just as weak as Toby and Yuka.

"Ben!" Happy's voice cried out, "Run for your life!"

Ben turned around, only to find a sword pointed at his throat; his eyes followed the blade to the armored arm that held it, and then to that arm's owner.

"Oh…hey, Erza" Ben smiled weakly.

The Fairy Queen only gave Ben a hard stare, causing him to laugh nervously.

"Um, I can explain?"

**Notes for the Chapter:**

> How well can Four Arms juggle?


	6. Galuna Island IV

…

**Ultimate Fairy**

**Chapter 6: Galuna Island**

**Part IV**

…

Ben Tennyson had been on the receiving end of glares from dozens, if not hundreds of people over the years, whether they were from Gwen because he did something stupid, or from one of his enemies because he did something to anger them. As a result, the glare he got from Erza Scarlet barely got more than mild concern from him.

' _Though,'_ Ben thought to himself, ' _the sword does raise that 'mild' to a 'moderate'.'_

"Ben Tennyson," Erza said, not moving her blade from Ben's throat, "I do not care what your explanation is."

"Aww," Ben mock-whined, still trying to make light of the situation, "but it's such a good story!"

Lucy and Happy, the former sitting on the beach, tied up by Erza, the latter being held by his tail in her free hand, looked at each other incredulously. The mighty Erza had her sword at his neck, but Ben was still acting so carefree! Erza, on the other hand, didn't appear fazed in the slightest; instead, she gestured slightly with her sword.

"Come with me; we are going to get the others and go back to the guild." She then lowered her sword and began walking towards the village. Happy was still in her other hand while Lucy followed, though she had some trouble standing, since her upper body was tied up.

"Hey, wait a second," Ben protested, "Gray's hurt, and Natsu is still-"

He didn't get to finish his sentence as Erza whipped her sword around again, the blade pushed against his throat, her left eye blazing with fury while her right was concealed by her long hair. To the surprise of the Fairy Tail members, Ben didn't flinch.

"We _can't_ leave." Ben said slowly, never breaking eye contact. "Gray is hurt, and I don't think he can be moved. Natsu is off in the jungle doing who-knows-what, there's an evil wizard who wants to resurrect a super-demon, and the villagers here have been living under a curse for three whole years.

"I'll go with you to the village to check on Gray, but I'm not leaving this island until these people can go outside without being afraid of turning into monsters, or being killed by wizards."

Slowly, the wrath in Erza's expression faded to a more neutral demeanor, and she lowered the sword again.

"I will wait until Gray is well enough to move," Erza declared, "and then I will gather Natsu and we will all leave this place. You are not a member of Fairy Tail, and thus I cannot order you to leave. However, it is dark out; for your own safety, I suggest that we do not go after Natsu until daybreak."

Erza hated it when someone defied her, but she knew that she didn't really have any authority over Ben, so the best she could do was try to keep him in one place, at least until she could come up with another way to convince him to leave the island.

Ben didn't want to admit it, but Erza was right; Natsu had told him that he had a plan, but he didn't know what the Dragon Slayer was going to do, nor where he was going and Ben knew that he wouldn't be able to help anyone by fumbling around in the dark.

"Fine," he conceded, "I'll wait until then."

…

The next day, when Gray woke up, he noticed two things; first, that he was in a tent, but otherwise ignorant of his surroundings. Second, the pain in his body had lessened greatly. With some effort, he stood up, noticing that someone had bandaged his torso, shoulders and head.

Stepping out of the tent, Gray shielded his eyes against the afternoon sun. Around him was a mass of tents, similar to the village, but it was clearly located somewhere else.

"Oh, thank goodness," a voice from behind Gray said, causing him to turn and see one of the village girls, "I'm glad you're awake."

"What is this place?" Gray asked, being careful not to stare at the girl's cursed leg, which was blue and almost insect-like.

"It's a storage area, not too far from the village," the girl answered. "Everything was destroyed in the attack last night, so we decided to come here for shelter."

"The whole village was destroyed?" Gray asked, horrified. "That's horrible."

Then he remembered Lyon ordering his lackeys to raze the village and kill everyone in it.

' _I can't believe you actually tried to do it, Lyon.'_ Gray thought, disgusted with his fellow student.

"You know," the girl continued, "it's a miracle that Natsu, Lucy and Ben were here; because of them, everyone in the village survived the attack."

"It's a relief that no one died." Gray said, grateful for his friends' actions. "Are the others still here?"

"Well, Lucy is, but after the fight, Natsu disappeared, and Ben went after him this morning. They wanted you to meet them over in that tent." The girl pointed to the tent in question.

After thanking the girl, Gray made his way over to the tent and walked inside. For a moment, he went cross-eyed, trying to take in several things at once. First, there was Lucy and Happy, tied up and looking thoroughly miserable, and then there was the girl whose wrath haunted his nightmares, Erza Scarlet. Though she sat calmly, her legs crossed and her hands folded over her lap, her eyes told of a very different, very violent mood.

"You made me wait," she said in a calm, yet dark, tone, "not smart."

The only thing that kept Gray from bolting was that he was still exhausted from his fight with Lyon.

"Erza!" Gray desperately wracked his brain for something to take the heat off of himself, "Um, why are Lucy and Happy tied up? And why _isn't_ Ben?"

"Lucy informed me of the situation," Erza replied, not answering Gray's first question, "and Ben is not a member of the guild, thus I had no control over him. He went off to find Natsu."

If Gray wasn't worried that Erza might kill him, he might have noticed that Erza's expression darkened slightly when she mentioned Ben.

"As it is," Erza continued, "I thought that you had been sent to stop these fools, not join them; needless to say, I'm disappointed. However, now that you're up, we're going to search for Natsu and Ben, and then we will go back to the guild."

"But we can't leave the island just yet!" Gray objected, "If Lucy filled you in, then you know what these villagers are going through!"

Erza barely glanced at him. "And what would be your point? I came here solely for the purpose of taking you all back to the guild. I'm not interested in anything other than that."

"Seriously!?" Gray yelled. "Have you even seen the people on this island!?"

"I have," Erza said evenly.

"And you're just gonna turn your back on them!?" Gray demanded, shocked at what he was hearing.

"Their request is posted on the Request Boards of every guild hall. The villagers would be better served by wizards who are cleared for S-Class quests. You, on the other hand, are not qualified."

"How can you be so heartless?" Gray accused.

Erza whirled around, furious. "What did you say!?"

As cold as Erza acted, she was far from heartless; she did everything in her power to make sure that innocents were spared from pain and suffering. However, the safety of her guild, her family, would always take precedence over the safety of strangers. If she had to live with guilt over that later, she would, but the guilt would be tempered by the knowledge that those she cared for were safe.

A red magic circle appeared in front of her hand, and a sword emerged. She grabbed the hilt and pointed the blade at Gray.

"If you break the guild's rules, then you will face the consequences."

Gray flinched, but then steadied himself. To everyone's shock, he grabbed the blade and placed the tip over his chest, right above his blue guild mark.

"Do what you must," Gray declared, steel in his voice, "I can't walk away from what I know is right."

For what seemed like an eternity, neither Gray nor Erza broke eye contact. Finally, Erza lowered the sword, and Gray walked to the tent-flap.

"I'm seeing this through to the end… and you can't stop me." Gray proclaimed before he walked out.

After he was gone, Erza trembled in anger, before leveling a glare at the bound Happy and Lucy, causing them to panic. They thought that Erza would take her rage out on them.

"We're sorry!" Lucy shrieked. "We have no control over any of them!"

"Gray's not feeling too good," Happy added desperately, "because he lost a fight with his old friend!"

Faster than either of them could blink, Erza swung her sword, slicing through the ropes that held them.

"These events are intolerable," Erza said, "but we'll deal with the immediate problem first; we're going after them!"

"Hooray!" both Lucy and Happy cheered.

"This doesn't change anything," Erza growled, "You're still going to face punishment."

Their faces fell. "Yes, ma'am."

…

"Oh man, this sucks," Natsu groaned to himself as he finally made it to the temple. "I came up with a great plan, but then I got lost and fell asleep!"

"At least you got here at all!" Ben's voice called out from behind him, causing the Dragon Slayer to spin around. Ben was leaning against a tree, an amused smile on his face.

"Ben? How did you know I'd be here?"

"It was kind of obvious," Ben retorted. "You said that you had a plan to stop the demon from coming back, and Deliora is under the temple. You'd have to come here to do… whatever it is that you're planning. I'm just surprised that you got lost!"

Natsu scowled when Ben started to chuckle. "Hey, it's not my fault. I'm used to searching for stuff from the air with Happy!"

"It doesn't matter anyway." Ben said dismissively, "We're here, so let's wrap this up before Erza gets her hands on you."

"Erza's here!?" Natsu immediately panicked.

"Yeah, but she doesn't really have any control over me." Ben smirked. "So she couldn't stop me from helping you."

"Great!" Natsu grinned and held up his hand, "Let's go! I'm all fired up!"

Ben gave him a high-five. "Yeah! It's Hero Time!"

…

Lyon stared at his remaining subordinate, his arms crossed. "How pathetic," he commented, "you're the only one still standing, Toby?"

The dog-man in question shifted nervously, sweat growing on his brow.

Lyon sat down on a throne made of stone. "Those Fairy Tail wizards, and the Take-Over wizard who was with them… they're quite impressive, and clever too, if they were able to trick you into paralyzing yourself."

Toby flinched, putting one hand against the bandage on his forehead. "Hey, can we keep the whole 'shocking myself' thing a secret?"

A new voice intruded on the conversation. "This unfortunate turn of events could put the resurrection of Deliora in jeopardy."

Toby jumped at the sudden appearance of a small, hunched man who wore red clothes, a gray cloak and a red, horned mask that covered the upper half of his face. His mouth, the only visible part of his face, showed a wide grin.

Lyon hid his surprise well, not even batting an eye. "Zalty, you're as stealthy as ever."

The man known only as Zalty was an enigma to Lyon and his allies; though he had provided them with good information, he never cowered nor groveled before Lyon's power.

"If all goes as planned," Zalty said, "the demon should awaken at some point tonight, but we have to keep an eye on those wizards. If they were to interrupt the Moon Drip ceremony, then Deliora would forever remain entombed in ice. Salamander and Titania are very powerful, as is that Take-Over wizard, and there is a good chance that they could foil our plans."

"As always," Lyon replied calmly, "you seem remarkably well-informed. However, I can't say that I'm worried. Those fools may be strong, but they're no match for me."

"I was hoping you'd say that," Zalty said eagerly, "so it's very reassuring to hear. Still, allow me the honor of joining you in battle."

"Hold up…you're a wizard!?" Toby asked, shocked.

"Yes," Zalty answered, "it's been a while since I used it, but I've dabbled in a particular kind of Lost Magic."

Lyon considered it for a moment. Zalty hadn't done anything to betray his cause. "Sure, we could use another wizard."

Zalty opened his mouth to say something, but was interrupted when the temple suddenly began to shake!

"Is it an earthquake?" Toby asked worriedly.

"I don't think so," Lyon said. The shakes were coming in little bursts, not a long quake, and it seemed to be happening on only one side of the temple. Toby, however, hadn't figured it out yet.

"It's all coming down!"

Finally, with one last rumble, the temple suddenly tilted to one side, nearly causing Lyon, Toby and Zalty to lose their balance and fall. They thought that it was over, but then a blast of fire ripped its way up through the floor, nearly frying them.

"What is the meaning of this!?" Lyon demanded. Zalty looked into the hole in the floor and grinned.

"I should have known that Salamander would make the first move, though I would have thought he'd come alone; it seems he brought the Take-Over wizard with him."

Below them, several levels of the temple down stood Natsu. Beside him was an armadillo humanoid with a bulky, yellow-armored body that had grey bolts with black markings on its shoulders. It had jackhammer parts on its elbows, wrists and hands, and had a grey tail. Its head was similar to a Greek Corinthian helmet with two, long grey ears sticking out. The Omnitrix dial was positioned in the center of its chest.

"Told you **Armodrillo** 's power would work." The Talpaedan said smugly.

"Yeah, yeah, don't go rubbing it in," Natsu grumbled good-naturedly. "I'm just glad that I had help for this. Usually, I break stuff by accident. I'm not used to destroying stuff on purpose."

"What are you two doing here!?" Lyon demanded, enraged.

"We're knocking this place over," Natsu retorted.

"Yeah," Armodrillo continued, "That way, you won't be able to shine moonlight on the demon!"

Before they had begun demolishing the temple, Natsu had explained to Ben that magic, for the most part, followed the path set by the direction of a magic circle. If the circle from the Moon Drip was tilted, the light wouldn't be able to go straight down onto Deliora; if the temple was shifted far enough, it wouldn't even touch it.

Ben had to admit, it was pretty smart on Natsu's part. After transforming into Armodrillo, the two spent some time destroying the support columns on one side of the temple; Natsu using his enhanced strength and firepower, and Armodrillo using his tremor-powers, causing it to become unbalanced.

"How dare you!" Lyon raged, "Who do you think you are!?"

"I already told you," Armodrillo said cockily, "I'm a superhero!"

Natsu decided not to engage in any sort of banter; instead, fire shot out of the bottom of his feet, propelling him upwards like a rocket.

"Didn't know he could do that," Armodrillo remarked. He then slapped the Omnitrix dial, engulfing his body in an emerald flash.

When the green light died away, standing in Ben's place was a creature that resembled the cross between a Pterodactyl and a glider. It had a yellow beak-like mouth, reddish-orange skin, and yellow wings that were small and similar to a glider that were connected to a jetpack structure on its back. It wore black and green clothing on its shoulders and waist, and green braces around its wrist and ankles. The Omnitrix dial was positioned on its left shoulder.

" **Astrodactyl!"** he squawked loudly

He then activated his jetpack and flew after his friend.

"What kind of Take-Over is that!?" Lyon asked, shocked by Ben's transformation.

By then, Natsu had wrapped his own body in flames and collided with him head-first.

" **Fire Dragon Sword-Horn!"** the impact didn't even slow Natsu down; he and Lyon were nearly at the ceiling when the ice wizard's body began to crack like glass and then shattered.

"Dude!" Astrodactyl squawked, having caught up just in time to see the hit. "Did you just kill him!?"

"No, he didn't," Lyon's voice came from behind them. "He hit my Ice Fake."

Astrodactyl quickly slapped the Omnitrix dial again. When the emerald flash disappeared, in Astrodactyl's place was…

" **NRG!"**

Lyon grimaced, remembering what this form had done to his ice the last time; instead, he focused on Natsu, who was just starting to fall.

"Let's see you dodge in midair!" Lyon held out his hand. **"Ice Make: Eagle!"**

The flock of Ice Eagles darted towards the falling Dragon Slayer, but Natsu only angled his face upwards and shot a breath of fire, propelling him into NRG's arms and out of danger.

"Smart move," NRG complimented, putting Natsu down, "Using your breath as a thruster; very nice."

"Thanks," Natsu said, grinning; then his smile disappeared. "Look out!"

Another flock of Ice Eagles was headed right at them, but NRG only placed himself between Natsu and the approaching magic. The ice might have been strong, but it still shattered against NRG's armor. In return, NRG shot a blast of radiation from the grille on his helmet, causing all three enemy wizards to duck.

When NRG stopped his attack, Natsu hopped on top of his head in a hand-stand, and then began to spin his legs around, shooting jets of fire from both feet. Lyon managed to dodge again, but in doing so, _he_ ended up in midair, allowing both Natsu and NRG to send their respective ranged attacks at the Cold Emperor.

Just before the attacks hit, Zalty held out a hand, and the floor beneath the two suddenly grew brittle and turned to dust, sending the two plummeting to the lower levels of the temple.

"Very fortunate, Cold Emperor," the masked man remarked, "luck is on your side."

Luck, however, wasn't on the side of Toby, who had been scorched by one of Natsu's attacks.

"Can we keep the whole 'Toby got charred' thing a secret too?" he whined pitifully.

"What did you do?" Lyon asked, suspicious of Zalty's unknown magic.

"Whatever do you mean?" Zalty asked innocently.

"Don't play dumb with me." Lyon snapped. "Your magic had to have caused that hole in the floor."

"Heh, don't you have ever the watchful eye?" Zalty commented, "Please allow me to explain my actions, sir. You're the only one strong enough to defeat Deliora, so it's imperative that you remain safe until his resurrection."

The air around Lyon became dense with a cold fog. "Are you suggesting that _I_ could fall victim to such paltry magic?"

With a twitch of his finger, the floor, walls and ceiling of the room they were in became coated in a thick layer of ice. The only parts that didn't freeze over were the parts of the floor that the three stood on, and the hole that Natsu and NRG had fallen through.

"Leave me," Lyon commanded, just as NRG and Natsu climbed back up, "I can take care of this myself. Once I finally defeat the demon, everyone will worship my name, Cold Emperor Lyon. I've worked too hard to let these two brats tarnish this day."

"A bit full of himself, huh?" NRG asked his pyromaniac friend.

"Yeah," Natsu agreed, and then directed his attention back to Lyon. "Why do you want to fight Deliora? The thing looks half dead already! You're going to all of the trouble to melt that ice just so you can fight it!?"

"When you put it like that, it does sound stupid." NRG commented.

"I must rise above Ur's legacy," Lyon declared, even as he sent another wave of Ice Eagles at the two. "I will not rest until I have fulfilled my dream!"

"Why go this far?" Natsu asked, dodging the attack, while NRG simply endured it. "Can't you just challenge Ur and be done with it?"

"I would if I _could_!" Lyon snapped. "But Ur has been dead for years, and it's all Gray's fault! If he hadn't challenged Deliora to a fight, Ur wouldn't have had to sacrifice herself to seal the demon away!"

Natsu remembered Gray telling him that Ur had sacrificed everything fighting Deliora. "I didn't know that she'd died sealing it."

Distracted by the revelation, Natsu didn't notice the Ice Eagle until it was inches from his face; it was only stopped when NRG's fist knocked it off-course.

"Hey man," NRG directed his attention on the spiky, white-haired wizard, "I get that you're angry, but what you're doing is hurting innocent people. I never knew Ur, but if she was willing to sacrifice her life to stop Deliora, I'm pretty sure she'd want you to stop what you're doing."

"How dare you!" Lyon sent a wave of ice at NRG, who stopped it with a concentrated beam of radiation.

Despite being outnumbered, as well as facing an elemental disadvantage, Lyon was doing an admirable job of fending off his opponents, matching them move-for-move. Still, all three fighters knew that sooner or later, Lyon would either make a mistake or simply run out of energy, while Natsu and NRG seemed to have plenty of energy to spare.

"Do yourself, and us, a favor and just give up!" NRG demanded.

"I'd never give you that satisfaction," Lyon calmly replied.

"Oh, you're asking for it," Natsu said, his fist wrapped in flames.

Just as they were about to clash again, the wall next to them began to crack, until it shattered, revealing Gray!

"Good to see you on your feet, Gray," NRG said, surprised that the guy had managed to make his way from the village's storage area to all the way over here. "Where are Lucy and Erza?"

"They're fighting those robed goons. They shouldn't have too much trouble. Now, both of you back off," Gray said to NRG and Natsu, "it's time Lyon and I ended this once and for all."

"No way, man!" Natsu told him. "You already lost to him once!"

"And it won't happen again," Gray countered confidently. "I'm ready this time."

"You seem awfully cocky," Lyon said.

The raven-haired wizard was quiet for a moment. "You were right, Lyon." Gray admitted. "I _am_ responsible for Ur's death."

Lyon's eyes narrowed.

"But you're no better," Gray continued, "You threatened my friends, brought harm to the villagers and now you're trying to destroy what Ur gave her life to create. It's time we faced our punishment together."

Gray widened his stance, stretching out his arms, and then crossing them at the wrists. While NRG and Natsu were confused, Lyon looked absolutely terrified.

"That stance… not the Iced Shell!"

Both NRG and Natsu were shocked; they knew that Ur had used the technique Iced Shell to seal Deliora away. It was also what killed her. Was Gray planning to make the same sacrifice?

"Are you insane?" Lyon demanded. "You wouldn't dare!"

"If you want to live," Gray said, "change the villagers back to their human forms, and then leave this island and never return!" An icy-blue magic circle appeared under Gray's feet. "If you'll agree to that, I'll stop; otherwise, this is the end."

Lyon's confident smirk returned. "Is that so? Well, I don't believe a word of it. You're bluffing!"

In response, a torrent of ice began to spread from the magic circle.

"No, I'm not," Gray responded, his tone deadly serious.

"You'll die!" Lyon tried to use his own magic to block the attack, but it was blown away by the sheer power of Gray's spell.

"Don't do it!" Natsu shouted. He would have been knocked back by Gray's magic as well, but NRG grabbed his arm, his own body too heavy to be thrown back.

"Come on, man," NRG yelled, "this isn't how you should stop him!"

"All these years, I've lied to myself," Gray voiced, "I didn't want to admit that Ur died because of me, but she did, and it's time I took responsibility. So I will, here and now. I'm not afraid to die, if that what it takes!"

"Stop this now!" Lyon was practically pleading.

"What's it going to be, Lyon?" Gray demanded, "Are we going to die, or are we going to live? It's up to you!"

"You wouldn't," Lyon said, a hint of a sneer on his face, "you're not brave enough to give your life! You're too much of a coward!"

"Just watch me," Gray whispered.

' _Natsu, Ben, all my friends in Fairy Tail, the rest is up to you,'_ he thought, ' _I don't want to leave, but my time is up.'_

" **Iced Sh…"**

Gray's spell was interrupted when NRG's fist came down on his head with a loud _clang_. Gray fell to his knees, stunned, giving Natsu enough time to force his arms behind his back.

"What the _hell_ do you think you're trying to pull!?" NRG demanded.

Ben almost never swore, but he couldn't help it in the face of Gray's stupidity.

"What about you two!?" Gray shot back, struggling to break Natsu's arm-lock, "When I got here, the first thing I said was to get back!"

"And I said no way!" Natsu growled.

"I've got a score to settle with this guy!" Gray protested.

"How is killing yourself 'settling a score'?" NRG retorted. "If anything, dying and leaving us to clean up the mess just makes you a coward."

Gray flinched, and then slumped. He hadn't consciously thought about it, but perhaps he really _had_ been using the Iced Shell as an excuse to escape the guilt. While he felt terrible about what happened to Ur, the thought of leaving his friends to pick up the pieces after he was gone made him feel even worse.

Before Gray could apologize, the room began to shake.

"Oh, what now?" asked an exasperated Natsu.

The room, as well as the rest of the temple, had been resting at an angle; however, it was now falling back to its original position. In a few moments, it was as if the damage that Natsu and Ben had inflicted had never happened.

Natsu let go of Gray and began stomping the ground in frustration while NRG was just confused. What the heck had happened?

"This is bad," Gray said, getting back up. "Now the moon's gonna shine on Deliora!"

"Pardon the interruption," Zalty said, entering the room. He had slipped out during the fight between Lyon, Natsu and NRG.

"I should have known," Lyon said calmly, " _You_ did all this?"

"The moon will be out soon," Zalty replied. "So I thought I'd straighten the temple for you."

"That weirdo fixed the temple all by himself?" Gray asked; impressed by the level of power that must have required.

"And after all the trouble we went through to mess it up, too," Natsu complained. He then shook his fist at Zalty. "Hey, so what'd you do to fix it, huh?"

Zalty looked at Natsu in surprise as if noticing him for the first time, and then laughed maniacally.

"TELL ME HOW YOU FIXED IT, YOU JERK!" Natsu screamed.

"Well, if everything else is in order, I'll go prepare the Moon Drip ceremony." Zalty stated before running off down a corridor.

"Would you quit ignoring me, you masked freak!" Natsu shouted as he began to chase after him.

"Oh, he is _so_ asking for it," NRG growled, also annoyed with Zalty.

He slapped the Omnitrix dial, and when the green flash faded, he was replaced by a tall, humanoid figure that seemed to be made of magma. His head was surrounded by fire, and his hands were oversized; the Omnitrix dial was on his chest.

" **Heatblast!"** he shouted in a deep, raspy voice.

Before Natsu left the room, he spun around and pointed at Gray. "Ben and I'll handle that masked jerk. I'll leave Lyon to you."

Gray and Heatblast were both surprised. After Gray had almost killed himself, Natsu was suddenly trusting him to beat Lyon?

Natsu turned around, his back to Gray. "It'll look bad if you lose again."

"Yeah," Gray said determination in his tone.

"Not just for you," Natsu continued.

"I know what you mean." Gray, as well as Natsu, both said, "but for all of Fairy Tail!"

' _Wow,'_ Heatblast thought, ' _they take their pride pretty seriously.'_

Natsu took off after Zalty. Heatblast gave Gray a thumbs-up, and then went after the Dragon Slayer.

"My, my," Lyon said after they left, "Such a boisterous group you are."

"Let me ask you something, a second ago, when I was gonna freeze us both, were you counting on either Natsu or Ben to stop me before I could finish?" He inquired.

"No," Lyon answered, "the opposite, in fact. I never thought that anyone would be foolish enough to get near a spell like that."

"So you were just going to stand there and take the hit?" Gray asked, surprised.

"Exactly," a smug Lyon said, "Because someone would come to rescue me. You, on the other hand, would be finished for good."

"I should have known," Gray murmured to himself.

"Certainly, it would have been inconvenient." Lyon continued. "However, my allies are as devoted to my cause as I am, and as long as we're on this island, they can use Moon Drip to melt the ice whenever they saw fit."

Gray looked down. "I didn't think of that. I guess the Iced Shell is completely useless here."

' _And my sacrifice would have been for nothing,'_ he thought; at that moment, he was grateful that Ben had stopped him when he did.

"Even so," Lyon said, "you _still_ want to fight? After what happened last time?"

Gray didn't reply.

"Don't fool yourself," Lyon laughed, "you could never…"

"That's enough," Gray interrupted.

"What?"

"Just forget about Deliora," Gray said softly.

"What kind of nonsense is this?" Lyon asked, genuinely confused. "Your threats don't work, so you turn to begging? Does your guild have dentist that removes your fangs, or are you just a coward?"

"Lyon, there's something I have to tell you," Gray said.

"What is it?" Lyon asked, now annoyed.

"Ur… is still alive."

…

"Natsu, slow down a second!" Heatblast yelled as he ran after the Dragon Slayer.

"No way!" Natsu called back, chasing the still-fleeing Zalty. "Not until he tells me how he fixed the temple!"

Finally, Zalty stopped running and pointed his hand at the spot above Natsu; a chunk of the ceiling came loose and fell right at him!

"Look out!" blasting jets of fire from his feet, Heatblast rocketed towards Natsu and tackled him out of the way. "See, _that's_ why you should have waited for me!"

"Sorry," Natsu said sheepishly. He then noticed that Zalty wasn't done. The masked man waved his hand, and the chunk of ceiling lifted back to where it was the damage disappearing like it was never there.

"That's how I fixed the temple," Zalty explained.

"You reversed time, didn't you?" Heatblast asked.

From the way that Zalty whipped his head around to look at Heatblast, he was completely surprised.

"Yes, I did. How did you figure it out so quickly?"

"I know someone who can do the same thing," Heatblast replied, remembering Professor Paradox, "but he's a lot more subtle than you."

"Hmph," Zalty appeared a bit put out, "Still, this magic is extremely rare, rare enough that it is one of the Lost Magics, a type of magic so powerful and dangerous that it has been lost to history."

"Explains the name," Heatblast muttered.

"Your Dragon Slayer magic is another example of Lost Magic," Zalty continued, gesturing at Natsu.

"Wow, really?" Natsu asked.

"Seriously, dude?" Heatblast deadpanned. "I thought people who used magic had to know their stuff before they could use it?"

Before Natsu could reply, Zalty laughed and vanished, much to the irritation of his opponents.

' _Why is it that time-users love to disappear like that?'_ Heatblast wondered.

…

Lyon didn't move a muscle, staring at Gray with wide eyes.

"The Iced Shell doesn't actually kill its caster," Gray went on, "it uses their body to form the barrier; the ice keeping Deliora sealed away, which you've been trying to melt, _is_ Ur. She isn't dead; she lives on in that ice."

Lyon just stared at him.

"I'm sorry that I never told you the truth back then." Gray apologized sincerely. "Ur made me promise to keep it a secret. She worried that if you knew, you'd spend the rest of your life trying to change her back."

"Of course," Lyon mumbled.

"It's over," Gray declared, stepping closer to Lyon. "There's no reason to go through with this anymore."

Lyon raised his hand, but before Gray could react, he placed it against Gray's right side and sent an icicle straight through him! Gray fell to his knees, clutching the wound in agony; it didn't feel like it hit anything vital, but it still hurt.

"You idiot," Lyon said, "I know how the spell works. I can assure you that she isn't alive anymore. That's nothing more than a chunk of ice!"

Gray pulled the ice out of his side and tried to rise. "You… you knew all along?"

"Knowing is one thing, believing is another, and if you truly believe that Ur is alive in there, then you're an even bigger fool than I thought."

"You knew the truth?" Gray said through teeth clenched in pain and rage, "And you still did this!?"

"And what of it?" Lyon asked as Gray got to his feet. Before he could react, Gray had covered the distance between them and delivered a punch that sent him flying into the wall.

"I-impossible!" Lyon gasped, "How can you move with that wound?"

"Enough," Gray snarled coldly, "I wanted to save you, but I give up now."

Lyon staggered to his feet. "You want the title of star pupil for yourself? Well I'm sorry, but I have to fight against Deliora soon, and I'd rather not waste my magic energy on you."

Gray took a fighting stance. "Then we'll just use our fists instead!"

"Ha! You want me to fight you without using magic? That's fine by me."

Gray made the first move charging forward, but Lyon moved around his punch and struck him in his wound, nearly making him fall to the ground again.

"Aim for your opponent's weak spot, then hit it with all your might." Lyon mocked. "Ur taught us that, remember?"

"You have no right to speak her name!" Gray attacked again, but Lyon drove his knee into Gray's gut, winding him.

Stunned, Gray was left wide open for a barrage of punches and kicks from Lyon.

"What a shame," Lyon said, sounding bored, "your fists are as weak as your magic."

Every time Gray tried to attack, Lyon would counter, sending him hurtling to the floor or into a wall. Despite that, Gray actually started to smile. His own stubbornness reminded him of all the times that he and Natsu had fought when they were younger. He hadn't given up then, and he wouldn't give up now! He got up one more time; seeing this sent Lyon into a rage.

"I should have killed you when I had the chance!" he yelled, both men's fists hitting the other's face; for a moment, they were stuck like that, before a burst of strength from Gray sent Lyon crashing into another wall.

"You're gonna have to step up your game if you want to beat me!" Gray shouted. Lyon rushed forward again and the two began exchanging hits. "I've never given up before, and I won't give up here! I'm not going to lose to you!"

With a final roar, Gray sent Lyon flying, and this time, he didn't charge back in; instead, Lyon used a chunk of ice to drag himself upright, panting heavily.

"The Cold Emperor," he said angrily, "defeated in battle by the likes of you!? I won't stand for it!"

"Then get over here," Gray panted, "and fight!"

Gritting his teeth, Lyon pointed his hand at Gray. **"Ice Make: Ice Dragon!"**

A giant dragon of ice flew at Gray, clamping its jaws on the wizard; fortunately, Gray was able to break the ice enough that he was able to fall out of the construct's mouth. Still, it was another painful wound.

"I thought we agreed not to use magic, Lyon!" Gray yelled, getting back up.

"Don't be such a poor loser," Lyon said, "This duel was pointless from the start. Deliora will be revived either way; it's far too late to stop me now!"

"I won't stop trying!" Gray declared defiantly.

"Try all you want," Lyon asserted, "but Zalty is preparing the Moon Drip ceremony as we speak."

"Natsu and Ben won't let him," Gray said, smiling, "The second you underestimate Natsu is the second you lose, and Ben has more tricks up his sleeve than anyone I've ever met. Your friend doesn't have a prayer."

…

Zalty stood before the frozen form of Deliora, his grin in full force.

"At long last," he whispered, before the sound of yelling made him dodge a fiery punch.

"There you are!" Natsu yelled. "I'll burn that stupid smile right off your face!"

Zalty dodged another attack, this time a stream of fire from Heatblast, who glared at Natsu.

"What part of 'wait until I'm in position' did you not understand?" he yelled at the Dragon Slayer.

"I couldn't help it." Natsu protested. "He pisses me off!"

Zalty laughed. "The term 'hot-headed' certainly applies to you, Salamander. By the way, how did you manage to find me?"

"I followed my nose," Natsu answered. "For some reason; you reek of lady's perfume."

Heatblast blinked and gave Zalty a pointed stare. "You have issues, dude."

Zalty laughed it off. "I'd love to stay and chat, but I have other things to do."

"What, like trying on nail polish?" Heatblast joked, but received no reaction.

"Like reviving Deliora," Zalty responded.

"Just forget about it already," Natsu said confidently. "It's not gonna happen."

"Really?" Zalty asked in mock-concern. "Why is that, pray tell?"

"Because Gray is gonna kick that ice-guy's butt." Natsu retorted strongly.

"And _we're_ gonna kick _your_ butt!" Heatblast added.

"We'll just see about that," Zalty said in an almost-serious tone, and then pointed at Deliora.

To the shock of Natsu and Heatblast, there was a stream of Moon Drip hitting the ice!

"Someone's performing the ceremony?" Natsu asked.

"But I thought Gray said that Lucy and Erza were taking care of it?" Heatblast wondered.

"They took out the chanters," Zalty confirmed, "but Toby snuck out during the fighting and is performing the ceremony on his own. It won't be much Moon Drip with only one person, but it will only take a little more to free the demon anyway."

Sure enough, a huge chunk of the ice began to crack and shatter, causing Natsu to panic.

"Ah! I gotta get up there and stop him!" he rushed to the exit, but Zalty used his magic to once again send a chunk of ceiling falling at him. Natsu barely dodged in time.

"I'm afraid that neither of you are going anywhere," Zalty said with a sadistic smile, "I guess chasing me was a mistake."

"No, not getting you to shut up is a mistake!" Heatblast yelled, shooting a ball of fire at the masked man.

"Are you sure you want to do that?" Zalty asked. "You might make the ice melt faster."

Natsu sent a breath of his own fire Zalty's way, only barely missing him. "If the ice could be melted with fire, you wouldn't have had to go through all this trouble! Bluff all you want, but once we're done here; all we gotta do is stop the ceremony!"

"And here I was, thinking you weren't that clever," Zalty laughed, "but it seems that I was wrong."

Behind the combatants, the frozen body of Deliora began to shake; the vibrations were strong enough to make the entire temple shudder.

…

"Why do I get the feeling that that wasn't Natsu or Ben?" Gray asked, feeling the temple shake.

"The ceremony is nearing completion," Lyon said triumphantly, "the ice sealing Deliora is melting away."

' _Ur…'_ Gray thought.

"There's nothing you can do," Lyon bragged, "it's too late to stop it! You and your friends have failed!" an icy mist gathered around him. "Do you have any idea how long I've waited for this, Gray? All these years, I've been gathering allies and obtaining knowledge; it was fortunate that I found this place." He sent a flock of Ice Eagles at Gray, who barely dodged them. "It wasn't an easy task, transporting Deliora to Galuna, and the Moon Drip has taken three years!"

Backed into a corner, Gray raised an Ice Shield, letting the Ice Eagles shatter against it. "You've been working on this stupid plan for three years!?"

"Stupid!?" echoed an outraged Lyon, "How dare you say that! You've spent the last _ten_ years peddling your life away in some foolish guild!"

Finally, Lyon's barrage broke Gray's shield, but he was able to dodge Lyon's latest attack. "Because I put my faith in what Ur taught us! She said that in the western countries, there were lots of strong wizards to teach me; so I went west, and I joined Fairy Tail. I asked Master Makarov if he knew any way to break the spell, but he said there wasn't, except for one way; he wouldn't tell me what it was, but I bet he was thinking about the Moon Drip."

Gray looked at Lyon with cold hatred. "After everything Ur did for us, taking us in, raising us, training us… you'd still kill her without a second thought. You make me sick."

"Say what you will, I don't care," Lyon responded. "My entire life has led up to this moment. Our master is long dead; if we want to prove that we have surpassed her, what can we do in her absence?" a dragon head surrounded Lyon's hand, and he lunged at Gray. "There's only one answer: Deliora! I will surpass our master by defeating what she could not!"

Gray bobbed and weaved, avoiding Lyon's attacks. "I'll admit, that's a pretty ambitious plan, but I can't help but think that you missed the point along the way!" Gray quickly created a sword of ice and shattered Lyon's dragon-fist. "Someone as blind as you could never be better than Ur, not in a hundred years! Wake up, Lyon!"

Gray slashed his sword across Lyon's chest, but instead of falling to his knees, Lyon shattered into a pile of ice; it was another Ice Fake!

"Fooled you, didn't I?" Lyon said from behind him, **"Ice Make: Snow Tiger!"**

A giant tiger of ice leaped at Gray who, despite his wounds, did an impressive back-flip over the beast and pointed his palms downwards.

" **Ice Make: Prison!"** An ornate cage appeared around the tiger, trapping it.

Gray stood on top of the prison and glared at Lyon.

"You see this, Lyon? This is what you are," he said, "a beast in a cage, lashing out at a world he barely knows!"

"Utter nonsense," Lyon snarled, waving his hand. "I'll make quick work of that ice!"

Despite his claims, the tiger within the prison could not get free, no matter how much it struggled. Lyon stepped back in shock as Gray jumped down in front of him.

"Single-handed spellcasting is too unbalanced; your creations will let you down when you need them the most."

Gray placed his hands together, and a magic circle appeared under his feet. When he separated his hands, a large bazooka appeared in them, which he then aimed at Lyon.

" **Ice Cannon!"**

The cannon fired the blast so powerful that it blew a gaping hole through the side of the temple. Lyon fell to the ground, his clothes shredded and his body covered in wounds. Gray lowered the cannon, slightly disappointed. He had only glanced Lyon with that shot, though whether Lyon had managed to dodge at the last second or if he'd subconsciously missed on purpose, Gray didn't know.

"Thanks for teaching me that move, Ur." Gray said softly, and then groaned in pain. He looked at the wound Lyon had inflicted with that icicle, and then used his magic to freeze it shut. "Ow, I knew I should have sealed this sooner."

He would have relaxed, but a noise rang out throughout the temple. It was a noise that haunted his nightmares, even though he hadn't heard it in ten years; it was both a high-pitched screech and a low growl that nearly paralyzed him with fear.

Deliora.

…

In the depths of the temple, Natsu and Heatblast tried to block out the noise as the ice around the frozen demon cracked and fell apart.

"Yes!" Zalty shouted exuberantly, "It's free!"

…

"Was that the demon?" Erza asked, as she, Lucy and Happy made their way into the temple, after they'd defeated Lyon's troops.

"Oh no," Lucy gasped, "they brought it back to life!?"

"Hey, wait," Happy pointed at a purple column of light, "if the demon is back, why is the Moon Drip still coming down?"

"Perhaps Deliora isn't completely revived," said Erza, tapping her chin in thought. "Which means that we can still stop it; come on!"

…

"Oh crud," Heatblast remarked, "this can't be good."

"I'm done wasting my time with you!" Natsu exclaimed. He charged toward Zalty, but a green sphere collided with his head, sending him flying. The sphere flew towards the small masked man, where it orbited around his wrist.

"Ready when you are," Zalty said, grinning.

"Why, you…" Natsu charged Zalty again, and the green sphere headed right at him. This time, Natsu shattered it in a single blow. Before he could celebrate, however, the pieces came back together, reforming the sphere!

"He's doing that time-reversal thing, Natsu!" Heatblast yelled. His eye sockets widened as an idea popped up in his head. "Dude, I've got a plan. I'll take care of everything else. You just get ready to attack again!"

"Got it!" Natsu replied.

Heatblast slapped the Omnitrix dial once more. After the usual flash of green, he had now transformed into a large, copper robotic humanoid with long, thick arms, stubby legs and a clock-winder sticking out of the top of his head. The Omnitrix dial was on its chest.

" **Clockwork!"** he cried out in a German accent. "You're not the only one with time-powers, jerk!"

Zalty sent his orb at Clockwork, who simply held out a hand, where a green beam of light shot out. As soon as it hit the orb, it froze in place.

"I can freeze time, sucker!"

Zalty snarled, and then used his power to undo what Clockwork's power did. The Chronosapien, however, only froze it again. This continued for several minutes, with both fighters looking more tired with each attack.

"It would appear that we are at a stalemate," Zalty said, smirking.

"Maybe," Clockwork replied, "but I know something that you don't know."

"What's that?"

"I can use more than one hand at a time!" Clockwork raised his other hand, and a beam of green light struck the wizard, pausing him in time. "Natsu, now!"

"All right!" the Dragon Slayer charged forward. **"Fire Dragon Iron Fist!"**

The blow sent Zalty flying, though his body was still stuck in the same position. Clockwork's power would wear off in a little while, but he was no longer an issue.

The roaring Deliora was, however.

…

On top of the temple, Toby fell to the ground in pain, Erza standing over him with a raised sword. Even though he'd been defeated, Toby still looked triumphant.

"You're too late! The ceremony is already completed; Deliora is free!"

…

With a twitch of its shoulders, Deliora shook off the last of the ice that had entrapped in for ten years and took a step forward.

"No," Gray's voice caused Natsu and Clockwork to turn and see the limping ice wizard walking towards them.

"Sorry Gray, we couldn't stop it. I guess our only choice is to take that thing down." Natsu stated.

"What he said," Clockwork said. Suddenly, the Omnitrix dial began to blink red. After a few beeps, Clockwork transformed back to Ben in a red flash. He collapsed to his knees in exhaustion.

"I…guess…" he huffed, "Clockwork's power drained what power remained in the Omnitrix…"

The roar of Deliora sounded again, making everyone flinch.

"None… none of you are strong enough," Lyon's voice weakly called out behind them, and they saw the Cold Emperor dragging himself towards the demon, an insane smile on his face. "But I am… _I_ will defeat Deliora."

"Dude," Ben panted, Clockwork's power tiring him out more than he'd expected, "right now, you couldn't defeat a wet paper bag."

"S-silence!" Lyon shouted, "I _am_ going to surpass Ur… at long last."

"You can't fight," Natsu said incredulously; even _he_ wasn't this stubborn. "You can't even get up off the floor!"

Lyon ignored them, continuing to drag himself across the ground; then, with titanic effort, he hauled himself to his feet.

"My dream… will be… fulfill—ugh!"

Gray didn't allow him to finish, knocking Lyon out with a single blow to the head.

"Thank you, he was really annoying," Ben said, feeling his own energy return; while some of his aliens drained his energy and timed out the Omnitrix faster, he always recovered quickly. Though in this case, the Omnitrix might not recharge in time to fight Deliora; after all, it required at least five minutes to fully recharge after being drained. He doubt they were going to get that much time with Deliora now freed.

"I just wanted him to stop. He's done enough damage." Gray stared up at the demon. "Ben, you were right."

"About what?" Ben asked.

"About how killing myself, and letting my friends finish the fight, is cowardly. I'm not going to run away like that ever again." He grinned at Natsu and Ben. "I'm gonna fight this freak. You guys want in?"

Natsu grinned right back. "Oh yeah! Let's do this!"

Ben smiled, but then glared at the white and green watch on his wrist, slapping it a few times. "Come on, you stupid watch, I need you right now!"

Deliora took another step forward, the single act enough to shake the entire cavern. Ben, who was still shaky, fell forward, landing right in front of the demon.

"Ben!" both Gray and Natsu yelled, running forward to help their friend.

Deliora raised a fist to crush Ben, who instinctively held up his arms. The demon's fist flew forward, but it was met by the combined fists of both Natsu and Gray; amazingly, the giant fist was held back, even though the fist was bigger than either wizard's entire body.

Then, before their very eyes, Deliora's hand began to crumble into dust! The effect traveled up the demon's arm, until the entire monster had literally gone to pieces.

"Whoa," breathed Ben, "either you guys are a lot stronger than you thought, or that thing _really_ didn't live up to all the hype."

"No…" Lyon muttered, "Deliora was already dead. For ten years, Ur's spell was gradually depleting the demon's life-force; what we just saw was its last breath."

"Wow," Natsu said, patting Gray on the back, "your teacher was pretty awesome!"

"Yeah," Gray said, a few tears falling down his face as he realized that his nightmare was finally over, "She was."

For Ben, the next few minutes became a blur. First Lucy, Happy and Erza arrived, the latter causing Natsu to freak out. In an act of compassion, Gray had helped Lyon out of the temple; Lyon himself looked almost peaceful, as if the destruction of Deliora caused his manic obsession to fade.

"Oh yeah!" Natsu cheered as they exited the temple, "We totally finished an S-Class quest all by ourselves!"

"You're right!" Lucy said excitedly. "Do you think Master Makarov will let us onto the second floor now?"

The celebratory mood was shattered by Erza's glare; even Ben, who knew he wasn't really in trouble, felt unsettled by it.

"Isn't there something you're all forgetting about?" Erza demanded, "You came to this island to help the villagers; the request was for you to return them to their original forms. This quest still isn't completed."

"Aw, man," Ben moaned, "can't it ever be easy?"

**Notes for the Chapter:**

> Is Way Big Ultraman or is Ultraman Way Big?


	7. Galuna Island V

…

**Ultimate Fairy**

**Chapter 7: Galuna Island**

**Part V**

…

**Galuna Island**

Ben, Natsu, Gray, Lucy and Happy were all feeling ecstatic after defeating Lyon and his followers, not to mention stopping the resurrection of the super-demon, Deliora. However, their celebratory mood was immediately shattered by Erza's glare, which made everyone, including Ben, feel unsettled.

"Isn't there something you're all forgetting about?" Erza demanded, "You came to this island to help the villagers; the request was for you to return them to their original forms. This quest still isn't finished."

"Aw, man," Ben moaned, "can't it ever be easy?"

"But I don't understand." Lucy said. "The curse should've been lifted now that Deliora is dead."

"Wrong," Erza replied. "This curse you keep talking about never had anything to do with the demon. The villagers have been affected by the intense magical energy from the Moon Drip spell. In other words, Deliora's death isn't going to change their situation whatsoever."

"W-What? Oh no," Lucy's eyes had widened in realization as she placed a hand over her mouth in shock.

"Well, we better go and change them back." Natsu exclaimed happily.

"Aye sir!" Happy agreed as both exchanged high-fives.

"Yeah, but we don't know how." Gray said. Then, his face lit up as he got an idea. He turned to Lyon, who was leaning against a boulder behind him. He had taken off his body armor, leaving him in a blue jacket, black pants, and steel boots. "Lyon, do you know?"

"To be quite honest, I don't have a clue." Lyon answered impassively.

Natsu and Happy looked at him incredulously.

"You don't know?" asked Natsu.

"What?" Happy added in disbelief.

"Okay, something's not adding up." Ben said. "The villagers told us that the curse started around the same time you guys got here."

"When we first arrived here three years ago," Lyon explained, "we were aware that there was a village somewhere on this island. But we had absolutely no reason to communicate with the villagers, so we left them alone. They never came to the temple to see what we were up to."

"In three years, you've never once met?" Erza said disbelievingly.

"I don't understand. The light from the Moon Drip is so bright you can see it practically from any point on the island. It's kinda weird they saw it every night and never went to investigate." Lucy noted.

"Yeah," Ben agreed, a brow arched. "There is something fishy about this."

"FISH?!" a now excited Happy yelled. "Where?"

"I didn't mean fish, I meant like there's something odd about those villagers." Ben deadpanned.

"Aww…" a disappointed Happy moaned.

"The spell didn't transform the villagers." Lyon continued. "The Moon Drip has no effect on the human body."

"What?" Gray inquired dumbfounded.

"Yeah right," Natsu accused, "you're just saying that so you and your lackeys will be off the hook."

"Just think about it." The former 'Cold Emperor' said. "I've been exposed to it longer than they have and my appearance hasn't changed one bit."

"Oh yeah! That's true." Lucy realized.

"That does make sense." The Omnitrix bearer admitted.

"I wouldn't trust them." Lyon warned, crossing his arms over his chest. "Those villagers are hiding something, but I'm sure you Guild wizards can handle it."

"I'm technically not part of their Guild." Ben pointed out.

"We're not done with you." Natsu stated. "You destroyed the entire village and…"

The Dragon Slayer's ranting was stopped when Erza squished his cheeks together.

"That's quite enough, Natsu." Erza ordered.

The Queen of the Fairies retold Toby's explanation for why they agreed to help Lyon. It was revealed that Lyon's followers had lost their families, friends, and everything they owned to Deliora. He'd convinced them that if they helped him free it, he would kill it, and obtain revenge for all of them.

Ben and the rest of the team felt for them and could understand why they did it. Nevertheless, to Ben, that still didn't justify their actions in threatening the villagers only to get vengeance upon a demon that was already locked away in a huge chunk of ice.

"They were only doing what they believed to be right. So, there's no need to criticize them for it." Erza explained. She then let go off Natsu's face. "Now, let's go."

"But what are we going to do to lift the curse?" The pink haired wizard inquired.

"I have no idea." Erza replied.

"Oh great…" Lucy muttered.

Erza, Natsu, Ben, Lucy, and Happy walked away toward the storage area, leaving only Gray and Lyon behind. The former looked at his old friend with a sympathetic look.

Lyon simply glared at him. "What do you want?"

"I know you don't want to hear it, but you really should join a Guild. You'll make new friends, make new rivals, and maybe even find a new dream to live for." Gray answered.

Lyon's expression softened a bit, but he then turned away with an angry scowl. "Whatever," he grumbled, "just get out of here!"

Gray smiled slightly as he turned and walked away.

…

The team had just arrived at the storage area that was serving as the villagers' temporary home. However, something wasn't right. There wasn't a single soul present throughout the mass of tents. Only the sounds of an owl hooting or other forest animals could be heard.

"That's weird." Happy noted. "Where is everybody?"

"Are you sure they came here?" Natsu inquired skeptically.

"Yeah, this has been their camp." Lucy replied, though she too was confused about this dilemma. "I wonder where they could've gone."

"They couldn't have gone too far." Ben said, looking around. "I mean where else could they have gone on this tiny island?"

"HELLO!" Happy called out, flying above the ground.

"Since we're here I'm gonna grab some bandages and some medicine." Gray stated as he went inside a tent.

Suddenly, a male villager with green reptilian skin, black shorts, and a tail turned the corner of a tent.

"You made it back! There's something you need to see." He yelled with an enthusiastic tone. "Please just follow me to the village."

…

The shape-shifting hero and group of wizards followed the mutated man to the village, only to be met with a shocking sight. The entire village had been repaired! It looked just like it did when the team first arrived on the island. The villagers were walking around, clearly excited and perplexed how their home was suddenly fixed.

' _Whoa! How the heck did this happen?'_ Ben thought, dumbfounded.

"Are you kidding me?" an awestruck Lucy said.

Happy flew by Lucy, he too was amazed. "Yesterday it was a total mess but now it looks perfect."

"What's going on here?!" Natsu demanded, knocking his fists against a building wall. "Everything looks the same. It's like the village went back in time!"

"Now that it's fixed you probably shouldn't touch anything, okay Natsu?" Lucy suggested half-heartedly.

"Are you saying I destroy everything I touch!?" Natsu yelled.

"Well…kinda," Lucy sighed.

Natsu's angry expression shifted into one of thought. "Back in time," he muttered. He then remembered Zalty and his time powers. Ben, however, overheard Natsu and he too came to the same conclusion as the Dragon Slayer.

"Natsu," said Ben, "you think that… _he_ did this?"

"Nah, couldn't be." Natsu whispered, placing a hand to his chin in contemplation. "Unless he had a change of heart,"

The brown-haired teen shrugged. "It's possible. Honestly, it's the only explanation that makes sense."

"What are you two whispering about?" Lucy asked.

Ben and Natsu turned to the blonde mage, sheepish grins on their faces.

"Nothing important…" Ben replied.

"Besides, who cares, right?" Natsu followed up.

"Not me," Happy said.

The trio then walked off, but in Happy's case, he flew behind them, leaving an utterly confused Lucy. "What are you two talking about?" she asked.

"Oh," Lucy gasped, a thought entering her head. "I forgot about our stuff."

The Celestial mage ran off to their tent, along the way, she encountered the village chief, Moka kneeling by his son's grave.

' _Bobo's grave is back.'_ Lucy thought. _'That's good. I'm sure the chief must be relieved.'_

Lucy stood behind him, not saying a word. A moment later, Moka glanced back at her. "You and your wizard friends used magic to restore our village, didn't you?"

"W-well…I…uh…" Lucy stuttered. She had no idea how the village was restored and didn't know how to tell the chief that she and her friends were not responsible.

The village chief pulled up on his staff and stood up, turning to face Lucy. "Hmph, I can't tell you how much I appreciate it. However, I must know…" his look became more intense, "…when are you wizards finally going to destroy the moon for us?! Well!?"

Lucy started shaking in fear under the chief's glare, but she was quickly saved when Erza approached them.

"Destroying the moon is a simple task, sir." Erza answered casually.

"What?" Lucy, Happy, and Gray remarked in shock.

"She's kidding, right?" Ben questioned.

"Don't know, but it did look like she said it with a straight face." Gray muttered.

"Aye," Happy added, "maybe she's gone crazy?"

"But before I do that I have to ask you all a few questions." Erza stated. "Would you mind calling in everybody for a meeting?"

…

Later, after having all the villagers gathered in front of the main gate, Erza and the rest of the team stood in front of them.

"Let me get my facts straight, the first time everyone began to take these demonic forms is when the moon turned purple, am I correct?" Erza asked.

"Yes," answered Moka, "during the day we are fine but when the moon comes out we transform into what you see now."

"And the moon first turned purple three years ago, right?" Titania inquired, pacing side-to-side with her hands behind her back.

"Wow…has it really been that long?" a villager asked.

"Yeah," one replied, though he too sounded stunned.

"We've learned that the Moon Drip ceremony has been performed on this island every night for the last three years, and each night it produced a beam of light so brilliant that you couldn't have possibly missed it." Erza explained.

Suddenly, with a shriek, Erza stepped onto a pile of leaves and fell into a hole, which startled everyone.

"Whoa…even Lucy's lame trap is back." Happy said.

"She screamed…like a girl?" Natsu whispered in awe.

"Yeah…and it was kinda cute." Gray added.

"At least I'm not the only one who fell into that hole." Ben muttered, feeling a little better about himself.

"I AM SO GONNA BE DEAD MEAT WHEN SHE GETS OUT!" Lucy screamed hysterically.

Erza climbed out of the hole and stood back up, acting as if nothing ever happened. She crossed her arms over his chest armor. "Seriously, didn't you ever wonder where that light came from?" The scarlet haired wizard asked the villagers.

The villagers, however, weren't really focused on her question, rather how she had gotten out the hole in a nonchalant matter. Some even had drops of sweat running down their heads.

"She got up like nothing ever happened?" one whispered.

"Yeah, she must be pretty tough." Another added.

"I don't understand," continued Erza, "why didn't anyone investigate?"

The villagers looked at each other and talked, however, it sounded as if they had no answer for her question. This made Ben's brow rise in skepticism.

' _She's got a point. Why didn't they investigate? And why do they all look so confused?'_ wondered Ben.

"Well…" Moka responded, "We would've looked into it but according to village lore we are forbidden to ever go near that temple."

"Who cares about village lore when your people are dying?" Lucy countered. "You obviously knew there was a problem, which is why you contacted the magical guilds."

"Um…well," the chief trailed off.

Erza had her attention directed to Moka, and asked, "Why don't you tell us what's _really_ going on here?"

"Well…to be honest, we don't even know that ourselves." The village chief confessed. "Allow me to explain, we tried to investigate the light many times. We took up weapons we never had to use, I trimmed and stylized my side-burns, and then we ventured into the jungle to the temple many times.

"But we could never get near it. We could see it through the trees, and then suddenly we'd find ourselves back at the village gates."

"But…how's that possible?" Lucy asked confused. "It doesn't make any sense."

"We got to the temple without any problem at all, besides the first time when we were attacked by that giant rat." Ben noted. "How weird,"

"Yeah," Natsu said.

"Aye," Happy agreed.

"We didn't say anything to you earlier because we were worried you wouldn't believe us." A villager said.

"We're telling you the truth." Another villager explained. "We've tried to go back to the temple many times."

"But not even a single villager has ever managed to get inside." A third villager concluded.

Erza stood there, absorbing this information. "I get it…yes." She whispered.

Lucy lightly gasped while Natsu, Ben, Gray, and Happy looked at the redhead with puzzled expressions. Erza stepped away, heading to the village tower that stood along the wooden wall that surrounded the settlement.

Suddenly, her entire form was shrouded by yellowish-white light. When it faded, her previous wear had disappeared, and was replaced by armor that was primarily yellow with blue highlights, had a blue cross on the torso plate, arched shoulder plates, and a white fur trim on the bottom of her shoulder plates.

' _Wow! That's pretty cool. Kinda reminds me of when I transform,'_ Ben mused.

"Natsu, come with me. I'll need your help to destroy the moon." Erza said offhandedly.

"Really?!" Natsu exclaimed with a large, bright grin on his face.

"W-w-what?!" a shocked Ben Tennyson cried.

Gray, Lucy, and Happy had similar reactions as they grew paler. Their jaws had dropped and their eyes grew wider than dinner plates whilst they stuttered incoherently. Even the villagers all stood motionless in shock.

"It's the only way to return the villagers to their human forms." Titania continued.

Their shock immediately evaporated and was replaced by happiness as they cheered in excitement.

"They're really going to do it!" a villager said. "And we get to watch it happen!"

"Right," another one agreed, "and we'll all get to be human again."

Natsu approached Erza, a big grin still present on his face. "Where do you think we should go? The temple? It's a lot higher up there."

"We'll do it from here." Erza replied impassively. "The villagers can't go near the temple and they need to witness this."

Gray, Lucy, Ben and Happy stood by. Ben and Gray looked at the duo as if they were crazy, Lucy was still shocked, and Happy looked excited.

"I don't know what she's thinking." Gray muttered. "I mean, she can do some amazing things…but still."

"Yeah," Ben added, "Not even my transformations could pull off something like that."

' _Though Alien X could, but I won't count him since I swore to never use him again.'_ Ben thought. _"Unless the universe is grave danger or something like that…"_

"What do you think she's going to do to it?" Lucy asked, her voice slightly quivering in fear.

"This is exciting, huh?" Happy said.

"More like terrifying," Lucy deadpanned.

The village chief eyed Erza's new armor with a neutral expression while his people were cheering behind him.

"This is Giant Armor," the redhead wizard explained, "It increases my strength and allows me to throw farther. And this…" Erza held out her right hand, and then a red magic circle appeared. After a flash of red, in her hand was a seven foot tall spear with a blue shaft, yellow armored base, and a cross shaped, yellow spear at the top. "…this is the Spear of Ha-Ja, it repels darkness."

The villagers 'oohed' and 'awed' in wonder at the armor and weapon, even Ben found himself in awe at Erza's abilities.

' _Wow…that's pretty cool.'_ Ben mused.

"Whoa!" Natsu exclaimed, his toothy grin growing bigger. "I see what you're up to now! You're going to use that spear to knock the moon out of the sky!"

Ben, Gray, Lucy and Happy looked at Natsu ridiculously.

' _Gimme a break,'_ the four thought in unison, _'that's never gonna work.'_

"That's right" Erza replied. "But I'm afraid I'll need more strength than this armor can give me." She turned to face Natsu. "So Natsu, I'm going to need your fire powers as a boost. Whenever I begin to throw the spear, I want you to hit the back of it with your flames. Now we'll have to plan our attack perfectly, but I think you should give me enough power to do the job."

"Sounds like a killer plan to me!" Natsu smiled.

"Then let's do it." Erza said.

She and Natsu headed toward the villager tower that stood by the wooden walls. Meanwhile, their other teammates stared at them as if they both had gone insane.

"They don't really think they're going to pull this off, do they?" the Omnitrix wearer muttered.

"Whatever it is, I think they went off the deep end this time." Lucy said.

"Aye," Happy agreed.

Moments later, Erza and Natsu were standing on top of the look-out tower, the former staring at the moon with determination. The villagers and the rest of the team watched the duo from below. The scarlet haired wizard reared back her spear and held it there. A yellow gem on her throwing arm was glowing brighter, gathering up strength and power.

"NOW!" yelled Erza.

Natsu's grin grew brighter than his hands. As Erza reared back the spear to its zenith, Natsu delivered a flaming punch into the back. As a result, the straw top of the tower blew apart, the spear shooting high into the sky like a rocket.

"They did it!" Happy cheered.

"What are they thinking?!" Lucy shrieked.

The Spear of Ha-Ja soared higher and higher into the sky, until the island below was nothing more than a dark spot in a vast blue ocean.

"Almost there!" Erza screamed.

Ben, meanwhile, crossed his arms over his chest and shook his head unconvinced. _'This is ridiculous.'_ The teen hero thought. _'I don't care how powerful she is, there's no way she can destroy the moon with that spear.'_

Suddenly, there was a loud boom from above, which returned Ben's gaze to the sky. Shockingly, cracks began to spread over the purple, cratered orb. The villagers began to cheer louder at the sight of the cracking moon.

"NO WAY!" Lucy and Gray screamed simultaneously.

The Omnitrix bearer's expression, however, was priceless. His jaw had seemingly fallen to his knees as he looked up in utter shock at the spectacle.

"WHAT KIND OF FREAKY WORLD IS THIS!?" Ben yelled.

However, everyone's shock was replaced by confusion as the cracks spread out from the moon…and into the sky? It was true. The night sky around the violet glowing moon was starting to crack away. Without warning, like glass, the purple moon and the sky shattered into thousands of pieces, revealing a normal blue glowing moon in its wake.

"The moon?" Natsu trailed off.

"It's still there?!" Moka shouted.

Ben's panic evaporated as he eyed the cracking sky with curiosity. The moon wasn't destroyed, rather the sky. More pieces of the darker colored sky were breaking away, but the pace of its destruction was slowing down. Then, the gears finally clicked in Ben's head and realized what was going on.

He lifted up his sleeve and activated the Omnitrix. After scrolling through the holo-ring, he found an alien, and slammed down the core. In a flash of emerald, in his place stood a seven-foot-tall cycloptic humanoid comprised of purple rock. Its face and the spikes on his chest, back, and horn on his head were pink crystal. The Omnitrix dial was positioned on its chest.

" **Chromastone,"**

The villagers who witnessed Ben's transformation gasped in awe. Chromastone ignored them and hovered off the ground, which made them gasp even more. The purple rock man flew up until he was at least fifty feet from the ground and stopped.

Chromastone held out his arms and discharged rainbow-colored energy at four points on the half-broken dome over the island. The dark dome resumed its destruction as it finally shattered away into nothingness. The sky, stars, and moon above were back to their normal colors instead of being ominously darker.

Ben lowered himself back down and landed softly. He tapped the Omnitrix dial again, and in another green flash, he reverted back to his human form.

"It wasn't the moon that shattered," Lucy gaped, staring at the crystalline particles that rained around the island. "It was the sky."

From atop the tower, Natsu leaned over the railing, confused by this development. "What the heck is going on here?"

"As a result of the Moon Drip spell," Erza explained with a smile, "a nauseous membrane was covering the island."

"What?" asked Natsu.

"The Moon Drip released evil energy in the form of a gas." The scarlet haired beauty answered. "That gas crystalized and formed an invisible shell in the sky that covered the island. That's why the moon looked purple here."

Suddenly, the villagers became startled as brilliant light illuminated under their feet.

"Now that the shell is broken," Erza explained, "everything will go back to the way it was three years ago."

Then, the light vanished; however, nothing was changed. The villagers were still in their demonic forms.

"What happened? They're not transforming." Gray asked confused.

"Oh no," Happy muttered worriedly.

"That's because these are their true forms." Erza replied as she walked toward them, back in her normal armor after another flash of light. "The Moon Drip never had any effect on their appearance. However, it seems to have altered their memories."

"W-wait…what do you mean?" Lucy asked nervously.

"They think they're humans who have been transformed into demons, but it's the other way around." The redhead answered with a sly smile.

"So, wait, you're saying…they're really…" the blonde mage trailed off, the anxiety in her voice growing.

"Yep, you got it." Erza smiled.

Lucy and Happy both screamed in shock while Gray and Natsu's jaws dropped. Ben himself was dumbfounded from this development as well, but he kept his composure better than the others.

"The villagers have always been demons." Titania continued, which caused Lucy to scream even more as she fell to her knees, holding each side of her head.

"Hey is that true?!" Gray demanded, getting in the face of a villager.

"Well…maybe," the villager stuttered, "my memory's still a little hazy. We all looked pretty human when y'all met us, didn't we?"

"Yes," Erza enlightened, "because you all possess the ability to take on human forms. Your false memories led you all to believe that your temporary states were actually your true forms. In reality, you were actually victims to the Moon Drip's side-effects."

"How come Lyon and the others weren't affected?" Ben inquired.

Erza turned to him. "I assume it's because they're human. As far as I can tell demons were the only ones susceptible to the memory loss. I knew what was going on as soon as the villagers said that they couldn't go near the temple. The moon's light was sacred; thus, preachers of darkness couldn't go anywhere near it."

Before anything else could be said, the sounds of consistent beeping captured Ben's attention. He lifted up his arm to see the Omnitrix faceplate blinking yellow.

" _Un-catalogued DNA detected. Scanning,"_ the Omnitrix said.

Suddenly, the square faceplate slide back and allowed the core to pop. A yellow beam of light fired from the device and scanned a demon from head-to-toe. The demon had purple skin, horns, a black mustache and goatee on his face, and wore a grey pants and a white shirt and cape.

After it finished scanning the demon, the light disappeared as the Omnitrix shifted back into its normal position. _"Scan complete. Unknown DNA sample acquired. Initiating genetic randomization sequence,"_

The members of Fairy Tail and the village all looked at Ben, dumbfounded by what his watch just did.

"Okay…didn't expect that." Ben said.

' _The watch scanned a demon? I wonder why it scanned it now though. Maybe that gas barrier over the island must've been interfering with the Omnitrix's ability to scan them somehow.'_ Ben thought. _'Well…no matter the case…I got a demon form now! Sweet!'_

The demon that the Omnitrix had scanned chuckled a little, gaining the others' attention.

"Well…that was unexpected…and felt a little tingly." He commented. "But I got to admit Titania, you're quite the detective. I knew I could trust you and your friends. Thanks wizards, I owe you one."

The group turned to the source and was stunned by who they saw. Lucy and Happy hugged each other tightly as they shrieked girlishly. Gray, Natsu, and Ben felt their jaws drop again from the sight of the purple-skinned demon that had appeared out of nowhere.

"It's the guy from the boat!" Gray exclaimed.

Moka felt his eyes tear up and his lips quiver from the sight of his son that he had presumed dead. "Bobo," he mumbled.

"Huh," a confused villager said, "but we thought you were dead!"

Bobo chuckled a little. "Getting stabbed in the chest hurt pretty bad, but you got to do more than that to kill a demon."

"But…on the boat…you just vanished into thin air." Gray mentioned, still flabbergasted from this new development.

All of a sudden, a pair of black, bat-like wings folded out from behind Bobo's shirt as he leaped into the air, hovering above them with his arms crossed.

"I sure hope you kids can forgive me for not telling you sooner." Bobo said.

"Whoa," Gray muttered, "he can fly?"

"Wow…things just keep getting weirder and weirder." Ben mumbled.

"I was the only one who didn't have any memory loss." Bobo explained. "I had to leave because everyone went nuts! I knew I was a demon, but everyone else thought that they were cursed humans." He then started laughing.

Finally, Moka couldn't take it anymore. "B-Bobo," he said. Then, a pair of wings folded out from behind his shirt as he soared into the air and wrapped his son up in a tight hug, tears rolling down his blue-skinned face.

Bobo hugged his father back, and said excitedly, "I'm so glad you snapped out of it, Pawps!"

The villagers all looked at each other and smiled widely, their memories finally returning. Similar bat-like wings appeared from their backs as they flew into the sky around Bobo and Moka, cheering in celebration of the returned Bobo.

Ben and the Fairy Tail mages looked up, happy smiles plastered across their faces.

"Yep, they're definitely demons." Erza commented.

"I don't know. When you look at their faces," Natsu pauses as he looked up at Moka crying in happiness for his son's return, "well…they kinda look like angels to me."

…

Later, the village was throwing a big feast to rejoice in everyone regaining their former identities as demons. Ben and the Fairy Tail mages were guests of honor for helping them. Ben, Lucy, Erza, and Happy were at the large table along with the other villagers, eating what was surprisingly awesome food. Natsu was to the side devouring the fire on torches, which intentionally startled Ben until he remembered that he could actually _eat_ fire.

Ben looked up from his meal of cooked fish to see Gray sitting close to a hut, a clique of villager girls swooning around him with hearts in their eyes. The ice mage, meanwhile, sat there with flushed cheeks and a sheepish grin on his face. They eventually pulled Gray to his feet and were tugging him to what appeared to be a dance area.

Ben grinned at the sight. _'Looks like Gray has his own fangirls.'_ The teen hero mused. _'Should I be jealous that they're not trying to tear him apart like my fangirls back home do?'_

Lucy, Erza, and Happy eventually saw this too and couldn't help but smile as well. "Looks like someone's getting some attention from the ladies," Lucy teased.

"They'll scare him off eventually." Happy noted.

Ben laughed a little from the cat's comment.

"Well…I have to admit I was wrong about humans." Moka said. The group turned to the village chief, who was sitting close to Ben along with Bobo. "All of these years we have chosen to hide from the outside world, afraid that they would judge us by our appearance."

"You know the curse," Bobo added, "that was actually a rumor we started so nobody would come to the island and bother us."

"Well it worked. The sailors at the dock didn't even want to come here." Ben replied.

"I know. It's a shame." Moka conceded. "But thanks to you, we have changed our minds. You have restored our faith in humans and we are not afraid. We are ready to go out and make friends with people from other lands."

"That's good." Erza smiled. "Friendship is a beautiful thing. It's an emotional bond that transcends one's physical appearance."

Bobo chuckled in agreement while the others simply smiled, touched by Erza's words. Ben nodded, he couldn't agree more. He had made many friends over the years, most of them being aliens. So, appearance really didn't bother the Omnitrix bearer at all.

The villagers continued their celebration; however, their party came to a screeching halt when three figures strolled into the village. The cheering and talking instantly stopped, some even gasped, when they saw who three people were, Sherry, Yuka, and Toby.

The girls huddled around a shirtless Gray were obviously scared. "What should we do?" one whispered.

"I'll take care of this." Gray said steely, standing up.

Ben and the other Fairy Tail wizards stopped what they were doing and gazed hard at the three former baddies. Ben was the first to stand up from his spot at the table, Erza followed. Both the Queen of the Fairies and the Bearer of the Omnitrix were glaring hard at the trio.

"Can we help you?" Ben asked sardonically.

"You, Take-Over wizard, and your friends from Fairy Tail are tough." Yuka commented, a smug grin on his face. "The Cold Emperor was so banged up he couldn't make it down here."

"That's why we've come to pay you a visit in his place." Sherry added coldly.

Toby only barked in agreement.

"Wait just a minute!" Lucy yelled, getting to her feet. "I thought we were cool. Didn't Lyon tell you what happened?!"

"Yes," Yuka answered, "but that doesn't matter to us."

"We wanted to settle things with you ourselves." Sherry said.

"By the way, I'm still peeved about you making me paralyze myself!" Toby shouted, directing his gaze to Ben.

Erza's brown eyes narrowed at the three. ' _Surely they didn't come here to fight'_ she thought.

Natsu stepped forward, an eager grin plastered across his face. "Alright," he let up his right fist with fire. "Show me what you got!"

"Yeah," Ben came forward to, the Omnitrix already activated. "We're ready for anything you three can dish out."

"Natsu, Ben, wait!" Bobo called, gaining their attention. "As much as we appreciate it, we can't keep letting you fight our battles. We'll take care of this."

"Yeah," a villager behind Chief Moka and Bob cried. "Let us handle these clowns."

"Normally I'd agree with you, gentlemen." Erza said. "But I believe it's best if I handle this one."

The scarlet haired wizard sauntered toward Sherry, Yuka, and Toby, stopping a fair distance in front of them.

"We meet again, Titania of Fairy Tail." Sherry said. "You gave poor Angelica a pretty good beating earlier."

"She seems like a formidable opponent." Yuka sneered smugly.

Toby didn't say anything, he only grinned.

Erza said nothing; she only stared hard at the three minions of Lyon.

"Watch out for that creepy chick!" Lucy warned. "She can control inanimate objects."

"And don't even bother using your magic on, Mega-Brows." Natsu added offhandedly.

"Don't worry about dog-boy." Ben said. "All you have to do is trick him into paralyzing himself."

"Hey!" Toby shouted indignantly.

"I see," Erza replied calmly. "In that case," the redhead broke off into a sprint straight toward the trio. "I'll just have to do this the old-fashioned way!"

Erza ran up and delivered a forceful kick into a surprised Sherry, sending her flying back. She quickly spun and connected her left elbow with Yuka's face, forcing him to the ground with a thud. She turned to face Toby, who was backing up with wide eyes and sweat forming around his brows. Before the dog-man could react, Erza sent a wicked haymaker into Toby's face that sent him crashing to the ground right by Sherry and Yuka.

With her opponents subdued, the villagers, Ben, and other Fairy Tail members looked on in awe and shock from the quick spectacle.

"Whoa," Ben gapped, astonished by what he had witnessed. _'She's got fighting skills on par with Gwen…maybe even better.'_ The teen hero thought.

"Wow! She beat them without having to use magic." Lucy gaped.

"That's the mighty Erza for yah." Happy chimed.

"Would you cut that out already?" The annoyed blonde girl requested.

With pain-filled grunts, the trio slowly got back to their feet. Shockingly, Sherry smiled as she steadily got up. "You're truly an amazing warrior." She complimented.

As Yuka stood up, he wiped a trickle of blood off his mouth. "No kidding. We're no match for you." He added.

When Toby arose, his eyes were still spinning. "Roooooah…ain't that the truth."

Everyone eyed the trio conspicuously, shocked that they weren't fighting back.

"W-wait," Lucy stuttered, "you're not here to fight?"

Surprisingly, the three wizards looked to the ground with albeit shameful expressions.

"I doubt this is going to make up for all the bad things we did…but we wanted to apologize in person." Yuka confessed sincerely.

"Ooooh…so you came here to settle things in a good way." Happy realized.

"The Cold Emperor told us everything." Sherry said. "Thanks to you we can finally let go of the pain that Deliora caused us so many years ago."

"You mean…" Gray paused, "you were victims of Deliora too?"

"When we were children a monster ravaged our village. We watched it murder all our friends and family." Yuka explained.

"The Cold Emperor had a plan to kill the demon once for all." Toby continued. "That's why we followed him."

"You see," Yuka said, "we wanted revenge. And we were so focused on getting it, we didn't realize we were hurting innocent people."

"We were so blinded by our hatred that we didn't act any better than the demon itself. For now on, we'll treat other people with respect…and love." Sherry said.

Ben looked at the three wizards with sympathy. He felt bad for them. Losing all your friends and family had to be devastating, especially as a child. Ben knew that if something like that had happened to him, he would probably be bent on revenge too. The teen hero paused, recalling a very horrifying memory that took place not too long ago.

' _No!'_ Ben shook his head from a very unpleasant memory. _'Now's not the time for that. It's in the past.'_

"Alright then!" Natsu exclaimed happily. The pink haired mage appeared behind the trio, laying a hand on Sherry's and Toby's shoulders and bringing them in closer until they squished Yuka in the middle. "You guys should stick around and join in on the feast, eh?"

"But…we were enemies a second ago." Yuka mentioned, startled by this sudden change of attitude.

"I don't know if that's such a good idea because I'm trying to watch my figure and…"

Sherry's rant was cut short as Natsu squeezed them together closer. "Enough of the excuses, live a little will yah?!"

Seconds later, Natsu dragged them until they were seated at a table. They held their drinks in fear, the demons around them all staring at the trio.

"Alright! Now we're ready to party!" Natsu shouted.

And just like that, the celebration continued. Ben sat back down and smiled. _'This world is pretty strange,'_ Ben thought, _'but I think I like it here.'_

…

Outside the village not too far away, perched in a tree was a short man with long, shaggy green hair and wore a demon-like mask that concealed the upper half of his face. Floating beside him was a bluish-purple orb.

Zalty grinned wickedly. He had witnessed everything that had taken place in the village. Without looking at the orb, the man asked, "Were you able to see all that, sir?"

" _Yes. Why did you restore the village?"_ a smooth male voice came from the orb.

The green-haired man turned and gave the orb a 'thumbs up', still smiling. "Cause I'm nice."

" _Hmm…some might say too nice. You better leave before they find you. Those Fairy Tail wizards and the Take-Over wizard that was with them could pose a threat if they get in our way."_

Zalty grinned. He reached up for his mask and pulled it off, revealing a young man with spikey black hair. However, his form was then shrouded by bright white light. When the light faded, in the place of the man…was a woman. She had long raven hair and wore a white dress.

She stood up, still gazing at the village. "That is true." She replied.

…

The next morning, Ben yawned groggily as he emerged from his sleeping bag. He stood up and did a few stretches before he exited out of the tent. From the position of the sun, it looked to be mid-morning. Ben usually didn't sleep this late, but all the fighting and partying that took place yesterday had tired the teen hero out.

' _Man, some party last night.'_ The Omnitrix bearer mused. _'Although I will admit, it was surprising when Yuka, Sherry, and Toby came to apologize. I'm happy they did though. Maybe now they can get on with their lives.'_

Ben walked around the village until he spotted Lucy, Gray, Natsu, and Happy by a hut. As Ben sauntered closer, he could see that Lucy was examining a faint scar on Gray's forehead; however, most of it was covered up by the ice mage's long hair. Natsu, meanwhile, had flaming torches in both hands and was consuming them like cotton candy. This still shocked the Omnitrix hero to an extent whenever he saw the Dragon Slayer do that.

"Hey guys," Ben greeted.

"Hey Ben," Lucy, Gray, and Happy said in unison while Natsu just nodded, his mouth still full of fire.

Ben looked around and noticed a certain trio missing. "Hey, where'd Yuka, Sherry, and Toby go?"

"Like typical party guests they stuffed their faces and took off." Happy replied.

Lucy continued looking at the cut on Gray's forehead. "Hmm…I think it's gonna leave a scar."

Gray shrugged nonchalantly. "Whatever, it doesn't matter to me."

"On your face?!" Lucy gasped.

Gray smirked and chuckled a bit. "I don't mind having a few scars as long as I can see them. It's the ones you can't see that sting."

"Well, aren't you a smooth talker." The blonde mage smiled.

Natsu, who was still in the midst of eating the flames on the torches, growled in response. Ben's brow arched, confused. _'I wonder what his deal is.'_ Ben wondered.

"So you've got invisible scars?" Natsu mocked.

"SHUT UP NATSU!" Gray yelled. "Every time I say something cool you've got to ruin it!"

"How was that cool?" Natsu said.

Ben face-palmed, "Oh brother," he sighed.

Later, afternoon had arrived and it was time for Ben and the Fairy Tail wizards to head back to Magnolia. The group was at the main gates, standing before Chief Moka, Bobo, and the villagers.

Ben, Lucy, Gray, Natsu and Happy were standing by Erza's wagon, which was packed full of suitcases. How the scarlet haired wizard got them on the island or carried them around was beyond the Omnitrix hero. Meanwhile, the Ice-Make wizard and Dragon Slayer were pulling on one another's cheek for some reason.

"What?" Moka said speechless. "But Miss, you deserve the reward so take it. Please,"

"Thank you," Erza replied, "but your gratitude is payment enough."

"That's nice and all, but you really should take the money." The Chief argued.

"I'm afraid I can't since your request wasn't officially accepted by the guild." She said. "It fell into the hands of foolish wizards trying to prove themselves. Ben, who was a guest of our guild, got caught up with them."

Moka laughed. "Foolish as they may be if it weren't for them we wouldn't have been saved." He continued. "What if I give you the money not as a reward but as a 'Thank You' gift? It's the least I can do after everything you've done for our village."

The group heard this and immediately turned their attention to the conversation, even Natsu and Gray had momentarily ceased their quarreling to listen in.

Erza was silent for a moment, a smile on her face. "Well…when you put it that way…you make it hard to say no."

Lucy, Gray, and Natsu smiled happily, the later breathing out flames of excitement. Even the villagers looked pleased to hear that Erza would accept their reward. Ben, meanwhile, only stood by with arms crossed, smirking from his friends' enthusiasm.

"We're rich!" Lucy squealed happily.

However, the anticipation for a big pay day instantly evaporated when Erza continued, "But I'm sorry. Accepting your reward would be contrary to our guild's principles. However, we would be happy to take the Gate Key that you offered along with it."

"GATE KEY?!" Natsu and Gray shouted simultaneously, both furious.

Lucy, however, was super elated. "Come to momma!"

"Well…at least let me take you back to Hargeon." Bobo offered.

"Thank you, sir," Titania then glanced behind her to the shoreline, "but I have a boat waiting for me."

…

Along the shoreline of Galuna Island, a ship bearing a pirate symbol on its sails was anchored off shore. Ben, the Fairy Tail wizards, and the villagers were all on the sandy beaches with a dumbfounded expression, excluding Erza who was only smirking.

"A pirate ship?!" Gray exclaimed in shock.

"You kidding me?!" Lucy yelled. "Did she hijack it?"

"This is awesome." Happy said.

Suddenly, a horn sounded from the ship. Onboard, the pirate captain and his crew were all cheering 'Ahoy me Beauty' toward a certain redhead.

Ben glanced to Erza with a sly smile. "Ahoy me beauty?"

"That's right. They've grown quite fond of me." she replied.

Happy jumped in the air. "That's the great Erza for yah!"

Ben's smile faltered, a sweat drop falling from his brow. "Talk about a suck up." He muttered.

"Ahoy," the captain shouted, "come aboard my ship, mates!"

"Mates?" Gray repeated.

"I don't wanna!" the celestial mage complained. "I'm not riding that creepy boat."

Ben shrugged. "Eh, I've seen creepier."

"If you wanna swim I'll join yah." Natsu offered; a bright grin on his face.

"Are you insane!?" Lucy accused.

The Omnitrix wielder and Guild wizards all got onboard. The ship deployed its black sails, setting out for sea. The villagers all applauded as the vessel sailed farther away. Along the way, Ben was leaning against the railing, a good distance away from Natsu who was bending over the side with motion sickness.

The teen hero was reminiscing over the trip and all that happened. He couldn't help but smile proudly. With the help of his new magic-user friends, they'd successfully lifted a curse of amnesia for a village of peaceful demons. To add to it, the Omnitrix had actually scanned demon DNA. Inwardly, he was a little excited to see what his demon form looked like.

However, Ben also felt a little deflated. He knew he wouldn't be staying in this universe for long since he was confident Professor Paradox would come take him back soon. The new friends that he had made, who were crazy but still enjoyable to be around, he would have to leave them soon.

Reality most of the time though has different plans.

…

ERA was a large, castle-like building that looked quite lavish on the inside and out. A young, raven haired woman in a white dress was in the office of Siegrain, one of the Ten Wizard Saints. He was a young man with blue hair, a red tattoo under and above his right eye, and wore a white shirt and pants with black trim.

"It's a shame Deliora didn't work out." the woman said.

Siegrain smiled. "Yes, it is rather unfortunate." He then closed a green book and used his magic to telekinetically lift it up and place it back on the enormous shelf of books at the end of his office. "But we had no way of knowing the demon was already dead. It's a minor setback; I'll be more thorough next time."

The woman stepped forward. "Forgive me, Siegrain, sir. I had no idea that wench's magic was so powerful."

"You shouldn't speak of your mother that way." Siegrain chimed half-heartedly. "Don't cause Ur to shed another tear. She was a magnificent wizard who was greatly admired; in fact, if she were alive today I believe she would be counted amongst the Ten Wizard Saints."

The woman scoffed. "You give her far too much credit. My mother loved her magic and nothing else. It's no wonder why my father abandoned the wretch."

"They say the greater the loss a person suffers, the stronger they must become to triumph over it." Siegrain stated.

"I highly doubt my mother considered me a great loss." The daughter of Ur replied.

"Hmph, you never know. Perhaps she took on those students to fill the void that you left behind."

Before Siegrain could continue, the woman placed a finger over his mouth to silence him.

"Can we please change the subject?" she demanded rather than requested. "I think it's time to move on to the next stage."

Siegrain was about to respond until he noticed something. "Ultear, your face? What happened?"

All of a sudden, her left cheek began to redden as it swelled up into a big bump.

"THAT IDIOT NATSU PUNCHED ME!" Ultear screamed painfully.

Siegrain laughed in amusement.

"That certainly is a delayed reaction." He joked. With all jokes aside, the blue haired mage became serious once more. "So, how was he? Did you find him to be a worthy opponent?"

Still holding her swollen cheek, Ultear replied, "I never had to use half of my power against him, but I was still impressed. It seems he is getting stronger every day."

Siegrain looked away, his smile turning into a frown. "I'm not surprised. He is Igneel's son. To realize my dream, he must continue burning brightly."

"However," Ultear continued, "it was really the Take-Over wizard that caught my eye. Not only does he seem to have an abundance of powerful forms, one of which can control time better than me, but he is also not part of any guild. What's even stranger, I never witness any magical circles appear around him when he transformed."

Siegrain looked back at the raven-haired woman. "Yes…from all accounts this Take-Over wizard's power is peculiar. But's that's not the most interesting development to pop up. Apparently, it's come to my attention that Fairy Tail's Guild Master, Master Makarov, had sent a request to our archives a few days ago, requesting any information of a magical spell that can open gateways into alternate realities."

Ultear's eyes widened slightly as she connected the dots. "Are you implying that…"

"Yes. It would seem this so-called Take-Over wizard," Siegrain said, "is really from another universe. Though this is quite unprecedented, it is not impossible."

"Just to sate curiosity, did they even find a way?" Ultear asked curiously.

"Indeed. They did uncover _one_ method." Siegrain answered, a smirk with hidden malice growing on his lips.

…

It was around evening when Ben and Fairy Tail's strongest team had just arrived back in the Town of Magnolia, a clean, beautiful city that strongly resembled an old European-like town. They were walking down a stone street; Erza was pulling her wagon jam-packed with cases while the others walked ahead over her.

"We're home!" Natsu shouted exuberantly.

"Aye sir!" Happy said, flying beside him.

"I'm bummed." Gray muttered. "All that hard work for some lousy Gate Key,"

"Yeah," Happy agreed, "and that S-Class quest was some big-time money."

"Well, I'm sorry but it wasn't an official job." Erza replied. "Just be glad you got something."

"Besides," Ben added, "we stopped an evil super-demon from arising and helped a village reclaim their memories. I'd say that's reward enough."

Erza looked at Ben and smiled. "I couldn't agree more."

' _Although, the demon was nearly dead anyways, so we honestly really didn't do much in that regard.'_ Ben inwardly noted.

"Exactly." Lucy said with a bright grin. "So, quit your complaining."

Happy glanced back. "That's pretty easy for you to say. You got a reward." Then an idea popped up in the cat's head. "Can we sell it?!"

Lucy's jaw dropped in shock. "How could you say that?! You guys just don't get it. Zodiac keys are hard to come by. Sure, there are lots of silver keys out there, but there are only twelve golden Zodiac keys, and I'm lucky enough to have five."

Natsu looked back, smirking. "It's too bad they're all crazy."

"You had better watch it, punk!" Lucy shouted. "Me and my Celestial Spirits are gonna be stronger than you someday!"

"Natsu, no offense, but you're not exactly sane either." Ben said in a playful tone. "Need I remind you that you did challenge me just to prove who was stronger?"

Natsu looked forward, grumbling. The memory of Cannonbolt spinning him at incredible speeds was still fresh on his mind. It was definitely something he didn't want to experience again.

"So, what Zodiac key did you wind up getting?" Gray inquired.

Lucy beamed brightly. "It's Sagittarius the Centaur."

"So, it's a horse-man?" Ben implied curiously.

"Yep," Lucy answered.

Suddenly, Erza stopped walking, her smile turning into a frown. "You're all so carefree. It's almost as if you forgot that you're supposed to face punishment when we get back to the Guild."

At that statement, Natsu, Gray, Lucy and Happy all looked back at the redheaded mage with horrified expressions.

"But why?" Natsu asked weakly.

"Everything worked out in the end!" Lucy added frantically. "Can't we just forget about the whole punishment thing?!"

"You're right. Everything did work out, but only because I came here to finish the job none of you were qualified to do." Erza replied sternly. "Stealing an S-Class request is a serious offense."

The four gasped in fear. Ben was the polar opposite as he stared at the Queen of the Fairies fearlessly.

"Look," he held out his hands in a placating gesture. "I understand they broke guild rules, but can't you cut them some slack? I mean, we all save that village from their memory loss and Natsu and Gray sent the final blow to Deliora. Plus, they did say apologize."

Erza eyed Ben austerely. "It isn't my choice to make. Although, if you all promise to never do this again, I don't believe you need to be penalized by the guild. But your fates lie in Master Makarov's hands so I'm sure you will be facing punishment. As for you, Ben, you are not a member of Fairy Tail, thus you cannot be punished for your actions."

"Lucky me," remarked Ben.

"Now I'm really scared." Happy was holding his face, which plastered a fearful mien. "Do you think he's gonna make us do _that_?"

Gray's face paled considerably. He suddenly crouched low to the ground, holding his head frantically. "JUST KILL ME NOW! I DON'T KNOW IF I CAN LIVE THROUGH _THAT_ AGAIN!"

"You guys are freaking me out!" Lucy squealed.

Natsu, however, was smiling confidently. "Don't let 'em scare yah." He reassured, patting her shoulder. "I'll talk the old man out of punishing us. That guy loves me."

"I don't know if _you_ should do the talking." The blonde mage deadpanned.

"Natsu, you can't talk your way out of this one. Good luck with that." Erza grinned, and then she began to laugh.

The Dragon Slayer was still smiling, but his confident demeanor exploded as sweat poured down his face. Suddenly, Erza grabbed him by the bag on his back and dragged him across the ground.

"DON'T TAKE ME!" He screamed.

As Titania dragged Natsu away, Lucy remained in her spot shaking in fear. She finally couldn't hold back anymore as she shrieked, "Will someone please tell me what THAT is?! I'm totally freaking out!"

Ben could only smirk, shaking his head in amusement as he proceeded to the guild hall. _'These guys sure are crazy.'_ He thought. _'But strangely enough…they kinda grow on yah. '_

…

In the Fairy Tail guild hall, everyone was relieved and excited that the team had come back unharmed and apparently victorious. Though Master Makarov was impressed that they pulled off an S-Class quest that still didn't damper his anger with them. The group was now standing before the short old man, who was standing atop the bar countertop.

He was wearing his usual orange and blue striped attire, his cane lying by his side. His arms were crossed over his chest and his eyes fixed hard on the group.

Natsu, Gray, Lucy, and Happy were all shuddering from the hard stare. Ben, however, remained calm and collected.

"Though I'm happy you all came back safe," Makarov admitted, "I'm still very disappointed with you four. Mark my words you will be facing _that_ kind of punishment."

Natsu and Gray held onto each other, shaking in trepidation. Lucy looked like she was fixing to scream at any moment.

"However, that will have to wait." Makarov turned his gaze to Ben. "Ben, may I have a word with you…alone?"

The group looked at Ben curiously. What could the master want with Ben that would require them to be alone?

The teen hero's brow lifted in confusion. "Sure," he replied.

Makarov turned to Erza. "Erza, make sure that these four troublemakers don't go anywhere, please."

The scarlet haired wizard nodded.

Ben followed the short man into a storage room. When the door was shut, Makarov jumped onto a crate, holding a manila folder. Ben sat down on a barrel. It was quiet for a moment as the aging man was making sure nobody was listening in from the outside. Certain that nobody wasn't, he gazed hard at the brown-haired teen.

"Ben, remember when I said I sent a message to my colleagues asking if any type of magic that can send someone to another universe existed?" Makarov asked.

He nodded. "Yeah,"

"Well…I just received a response…and there _is_ one way. In fact, this _is_ the only way as far as anyone is aware of."

Ben smiled, feeling relieved. After the QDG had suddenly vanished, the Omnitrix wearer was starting to worry he'd be stranded in this universe. Not that he didn't like this world, per say. After all, he was grateful for the kindness these wizards had shown a complete stranger like him, and he'd be lying if he said he wasn't feeling a little bummed that he'd have to leave them soon after just meeting them. Nevertheless, he knew deep down he didn't belong in this world and it was time to return home.

His friends and family must be worried about him.

But when Ben noticed the Fairy Tail master looking at the floor with a grave expression, he knew something was not right.

"That's…great, but…why do I have the feeling that you're about to tell me something bad?" Ben said nervously.

Makarov looked back up at the shape-shifter. "There is one magical spell that is powerful enough to rip a hole in the space-time barrier; however…it is…a diabolic ritual."

"What do you mean?" Ben asked, starting to feel restless.

The old man sighed deeply. "Allow me to explain. Twelve years ago, an unknown man appeared in Fiore. We didn't know his name nor where he came from, but it was clear by his actions that he was determined to cause destruction across the kingdom and possibly the entire world for whatever reasons.

"Several S-Class wizards from different guilds across the kingdom were sent to arrest him. However, he managed to escape them and disappeared in a flash of brilliant light. It was evident he had used one of the most rarely known Lost Magics, _Sanguis Porta_ , a forbidden spell powered by bodily sacrifices." He explained.

Ben listened to Makarov closely. His eyes widened slightly, realizing what direction this explanation was heading towards. "Bodily sacrifices?" he repeated. "Are you saying this guy escaped to another reality by…killing people?"

Makarov nodded solemnly. "Yes, unfortunately. Everyone in the small village of Gardenia was killed by that spell. Roughly a thousand, give or take. No trace of them was left behind..."

Ben clenched his fist as he his anger steadily boiled. This person, whoever he was, murdered nearly a thousand innocent lives to escape justice. He knew at this point in his life he shouldn't be surprised individuals like that existed, but it still angered him nonetheless.

"You don't know who he was, huh?" inquired Ben.

Makarov pulled something out of the folder he was holding. It was a photo. He held it out to Ben who took it.

"We only have this photo." He continued. "Even though he had successfully stolen…uh…well…something valuable," correcting himself from revealing _too_ much information, "he never returned – which really dumbfounded most of us."

As Makarov continued with his explanation, Ben looked down at the photo. As soon as he saw the man in the photograph, his eyes bulged in shock while his breath caught in his throat. Though it was faded, there was no mistake…that red and black hood and attire, that skull-looking face, and those golden eyes. It was a face he hadn't seen in a long time.

"Hex," Ben growled.

Makarov stopped and looked up to the brunet in shock. "You…know him?"

Still angry, Ben looked back. "Yeah…his name is Hex; definitely not a good guy. Me, my cousin Gwen, and Grandpa Max fought him eight years ago…that same summer I got the original Omnitrix." He turned back to the photo. "What was he doing here?"

Makarov shrugged. "I'm afraid I don't know the answer to that. Apparently, it was nothing good, based on what he did in his time here."

"So…" Ben moved on to the point of this conversation. "…let me see if I have this right, are you saying that this spell, Sang-uh…" Ben trailed off, forgetting the name of the spell already.

"Sanguis Porta," Makarov filled in.

"Right." Ben inwardly noted the spell's name sounded similar to one of Gwen's oddly enough. He pushed that stray thought aside and focused on the main issue. "Are you saying this spell is the only thing in this world that can send me home?" he inquired.

The old man nodded somberly. "Yes. As far as we know, it is."

…

Silence filled the room.

It happened.

Ben's worse fear had come to fruition. He was assuredly stranded in this universe. Killing a thousand people was obviously out of the question. Besides, even if he did turn evil all of a sudden, he still couldn't use magic - meaning this spell was absolutely worthless to him.

He set the photo back on the table, hanging his head in disappointment. He knew there had to be other ways of traveling between worlds, but the fact that Paradox had not yet arrived to take him back had him concerned. Was traveling between realities in this part of the multiverse much harder than in his own reality? Or was Paradox only taking so long because he was simply still searching for Ben across the multiverse?

Still, shouldn't the so-called _Time Walker_ had seen this coming? Shouldn't he have known something like this would already happen and be prepared for it? If so, where was?! Why hadn't he found him yet? Was he even searching for him at all? If not, why?

True, Ben knew Earth was in a relatively peaceful state, but what was the purpose of leaving stranded him in this magic world when he wasn't even a wizard? He didn't belong here. If anything, Gwen would be more suited in a place like this. Not that he'd wish their roles were reverse or anything like that; however, he was clearly out of his element here.

Master Makarov looked at him with sympathy. He could tell Ben had a storm of thoughts racing through his head all at once. There was a lot of information for him to suddenly process.

Ben turned away. "Thanks for telling me this. I…I need to go and…process all this…alone." He mumbled.

The old mage nodded. "I understand," he said softly.

Ben activated the Omnitrix, selected a head icon, and slammed down the dial. In a flash of emerald, Ben was replaced by a blue, feline-like humanoid wearing a black jumpsuit with a thunderbolt design on his chest. Without saying a word, Fasttrack zoomed out of the room.

In the guild hall, everyone was talking with one another, having a great time. Natsu, Gray, Lucy, and Happy were all sitting by the bar, waiting for Makarov to return. Erza stood close by to destroy any attempts at escape.

Jet was getting up from his table; suddenly, a blue blur zipped right past him, causing him to spin in place. The blue blur went out the front doors and zoomed down the streets of Magnolia. Any citizens that were nearby only caught a short glimpse of the blur but could feel the wind in its wake.

Back in the guild, Jet finally ceased spinning and collapsed to the floor in a dizzy heap. Everyone was confused as to what happened.

"Whoa," Gray breathed, "what was that?"

"You think it was Ben?" Lucy asked.

"If it was, why would he be in such a rush to leave?" Happy wondered.

As Jet returned to his feet, Levy smirked at him. "Told yah he had an alien faster than you."

The speed-mage moaned as he slumped in disappointment.

As the Guild members pondered on why Ben left in a blur, nobody noticed Master Makarov walking out of a storage room. His eyes were closed and his head held down. He jumped up to sit on the bar countertop, crossing his legs as he did so.

Mirajane came over and asked, "Master, did you tell him?"

Makarov nodded. "I did."

"How'd he take it?" she inquired.

The guild master was silent for a moment. "Better than I thought he would, but…it's still a lot for anyone to process. It can't be easy on him."

"What can't be easy on him?"

Makarov and Mirajane glanced to the side to see several wizards looking at the duo, who apparently had overheard their conversation.

"What'd you tell Ben, gramps?" Natsu asked calmly.

Makarov sighed. He could tell them nothing; however, he knew from the way that they were all staring at him that they were determined for answers.

"You kids might want to take a seat…this is going to be a long story." Makarov sighed.

…

Night was steadily approaching over Magnolia. The sun was over the horizon as the sky became an assortment of red, orange, and yellow. Outside of Magnolia, along a mountain range, a blue blur zipped across a narrow road that scaled up a mountain.

Finally, Fasttrack came to a halt at a dead end along a steep cliff. Magnolia and the ocean could be seen in the distance. The sun and the warm colored sky gave the scene a beautiful, serene feel; however, a certain shape-shifter was feeling far from serene at the moment.

In a flash of emerald, Fasttrack reverted back into Ben. The jacket-wearing teen sat down, letting his legs hang freely over the ledge. He wasn't very concerned by the cliff, not that he needed to be. When someone has access to several dozen alien transformations, some of which can fly, one tends to look past the fear of heights.

Ben's hung his head low, a discouraged expression plastered on his face. A few minutes of silence passed by as he tried to wrap his mind around everything Makarov had told him earlier.

The brunet felt he was stuck in-between a rock and a hard place. This situation felt nothing like when he was in Rex's universe a couple years ago. At least then he had a method in getting back thanks to Rex's tech savvy brother, Caesar. Here, his method of return involves two impossible actions from him: using magic and committing mass-murder.

' _This is bad. What do I do now?'_ the teen hero pondered. _'Is there really anything I can do? The only form I have that could possibly travel between universes is Alien X…and there's now way_ those two _will agree with anything I have to say.'_

Ben sighed. "Looks like I really am stuck here…"

The Omnitrix bearer's thoughts then shifted to the man from the photograph: Hex. He had come to this world nearly twelve years ago and had stolen something valuable, from what Makarov had said, and left just as quickly as he arrived. But why? How? What could be so valuable that Hex would kill nearly a thousand people to acquire it?

He narrowed his eyes in contempt as he clenched his fists in ire. _'Hex…you bastard. I knew you were no good, but to go so far as murdering an entire village?! If I see you again, I will make you pay!'_

Ben closed his eyes, inhaled deeply, and exhaled slowly as he tried to calm himself. Getting angry wasn't going to help him now; especially since Hex wasn't even in this world. Even though he wanted to bring the evil wizard to justice, he needed to find a way home first.

The Omnitrix hero lifted up his head and looked forward. The orange sun was setting along the horizon as the warm colors in the sky reflected off the big lake. Ben stared at the scenery longer, feeling all the traces of anger within him shift into calmness.

' _There's nothing I can do at this point. I'll have to rely on my friends or Professor Paradox to get me home._ _'_ Ben realized. _'But there's no telling how long that'll take….'_

He then shifted his gaze to Magnolia where he could see the small buildings, the Cathedral, and the Fairy Tail Guild Hall in the distance. Ben focused primarily on the guild. He was recalling what Master Makarov had offered him on the first night he came to the guild hall.

" _I am offering you a chance,"_ Makarov said _, "I have sent out messages to some colleagues of mine to look into any type of magic that can send you home. If, however, there isn't any, I will offer you a place here for as long as you wish to stay."_

Ben still felt touched from the old man's offer to become a part of his guild and his "family". He looked back on the events that had transpired on Galuna Island. He remembered fighting Angelica, Lyon, his minions, Zalty, and then nearly getting killed by Deliora. It was only because of Natsu and Gray he was still alive.

Ben smiled. He had to admit that he, Natsu, Gray, Lucy, and Happy made a good team. He never got to fight alongside Erza but from what Ben had heard, she was a very skilled warrior. Plus, he did witness the scarlet-haired mage change into a suit of armor and destroy that giant "lens" over Galuna. That was pretty cool, and Ben's gut told him that was only a taste of her power.

He continued to stare at the pagoda-shaped building that was the Fairy Tail guild hall. Inside of which resided wizards with a variety of powers and people willing to bring him into their "family". Though nearly everyone in there was crazy in their own way, they still used their magic powers for good and protected others. In addition, they had grown to become good friends to him, even in the short amount of time he had known them.

Ben sat up, standing close to the ledge and smiled down at Magnolia. _'I think I'll take the old man on his offer. If I'm gonna be here for who knows how long, I might as well be surrounded by good people.'_ He then glanced at the Omnitrix adorning his wrist. _'More importantly, I should be where I can use my powers to help others.'_

With his mind made up, a smile adorned the brunet's face.

He tapped the Omnitrix faceplate and scrolled through his playlist of aliens. When he found the form he wanted, he suddenly jumped off the cliff. Any person who saw this would think Ben was committing suicide; however, as he slapped down the Omnitrix core, he instantly transformed into…

" **Fasttrack"**

The quick, feline-like alien sprinted down the route he took earlier in a blur, leaving a trail of dust in his wake. Fasttrack continued running along the path down the mountain and took a turn which led back to Magnolia, one specific building as his destination.

…

Master Makarov spent at least half an hour explaining what Sanguis Porta was to his "children". They were all mortified that such a spell even existed; however, they were mostly empathetic for Ben. He was far away from his home and the only way back was to do something that he could never do.

"Oh man…this is gotta be tough for him." Gray muttered, referring to Ben.

"And horrible," Lucy added, feeling sympathy for the shape-shifter.

"You think he'll come back?" Natsu asked, genuinely worried.

Everyone looked at him with unsure expressions. Nobody had an answer to that. Trying to picture yourself stranded in another universe and murdering people in the quadruple digits being the only alternative back was not easy to fathom.

Makarov shrugged, still with his eyes shut. "No one can say, but…I fear Ben may believe there is no point in coming back."

Erza sat at the bar, staring at the countertop with a neutral expression, but her mind was somewhere else. She was still processing what Makarov had told them about Ben's situation. She felt for him and she wondered if he would come back. She knew little about this Take-Over mage but, even in the short time they interacted, she knew he was strong and possessed a good heart.

She then recalled the two incidents when she had her sword at Ben's throat. Unlike everyone else, he did not cower in fear or beg for forgiveness…he was calm and unafraid. Erza knew that everyone in the guild feared her and acted at their best around her, but Ben…he didn't seem fazed by her at all.

All of a sudden, Erza's musings were interrupted when the main doors popped open and a blue blur zoomed inside the building. In a blink of an eye, Fasttrack came to a stop in front of the group of wizards by the bar.

Fasttrack tapped the Omnitrix, and in a green flash, transformed back into Ben. He stood tall with a smile on his face, which bewildered everyone. Earlier Ben had rushed out seemingly upset, but now he seemed…happy?

"Ben, you're back!" Happy cried, flying around him.

The shape-shifter laughed a little. "Of course, it's not like I got anywhere else to go."

"Master Makarov told us about that spell." Gray mentioned in a grave tone.

Ben's smile faltered a bit. "Yeah…it…sucks pretty badly, but hey I'm not gonna whine and groan about it."

This made a few mages blink in confusion. Most people would be devastated if they were put in Ben's current predicament, but instead he was carefree and cherry despite his ordeal.

"W-wait…so…you're not sad about not being able to go home?" Lucy asked.

"Don't get me wrong, it is…depressing that I may not ever see my friends and family again…or at least for a long time." Ben paused, looking away for a moment. "But…they wouldn't want me to lay around all depressed; they'd want me to live out my life."

The wizards gathered were shocked from his inner strength. Though he probably would never see his family and friends again, he always looked for the positives.

Ben grinned. "With that said," he turned to Master Makarov seating on the bar table. "Master Makarov, remember that offer you gave me?"

The old man looked at him and blinked. "Yes, why?"

Ben's grin grew wider. "Well…I'm here to take you up on it."

Makarov's eyes widened, his jaw almost falling to the floor. "W-what? You mean…you…"

Ben chuckled. "That's right. I want to become a part of Fairy Tail."

That was the real shocker. Nearly everyone's eyes bulged wider than saucers and their mouths almost fell off their faces. However, the shock quickly faded and was replaced by joy.

"No way, dude, are you serious?" Gray almost shouted.

"I wouldn't have said it if I wasn't." Ben smirked. He then turned to Fairy Tail's master. "That is, of course, if your offer still stands."

Everyone looked at the orange and blue attired old man. The guild master gave Ben a hard stare as if he were scanning his well-being. Finally, after a short tense moment, he held out his small hand, which Ben took and shook.

Makarov laughed. "Of course it does. You're welcome to stay here as long as you like. Welcome to Fairy Tail, Ben Tennyson."

All the wizards present cheered in excitement for Ben, for he was now the newest member of the Fairy Tail guild and family.

"ALRIGHT!" Natsu yelled as he patted Ben on the back. "Welcome to our guild, buddy!"

"Aye," Happy agreed, flying over the teen hero.

Gray came to Ben's other side and added, "Yeah, you're really gonna like it here, man."

Ben smiled. "Thanks. I have a feeling I'm gonna like it here too."

Everyone cheered for their newest soon to-be member. Not only would they have another friend and ally, but a very powerful one at that. Erza watched the group of wizards crowding around the teen hero. She smiled, feeling happy for the shape-shifter. Though he could never go home, he was still able to move forward with his head held high.

A sudden realization came to Erza, causing her to smirk. _'At least now if he defies a guild rule, I can punish him for it."_

**Notes for the Chapter:**

> No one tell Doomguy about Galuna Island


	8. Changeling

**Notes for the Chapter:**

> I guess I should tell you this so you don't get confused, but since characters are getting body swapped in this chapter, I'll be writing the name of the character who is speaking, a slash, and then the name of the previous character's body they inhabit. For example, if Ben and Elfman get switched, I would write it like, (Ben/Elfman) when Ben talks and (Elfman/Ben) when Elfman talks.
> 
> Hope that's easy to understand.

**Ultimate Fairy**

**Chapter 8: Changeling**

…

**Magnolia**

In the Fairy Tail Guild Hall, the newest member of the Guild, Ben Tennyson, was sitting at the bar. He was drinking a very fruity, non-alcoholic drink. The closest thing he could get to a smoothie in this universe. Inwardly, that confused the shape-shifting hero. There were all kinds of magic in this world, yet no one had ever invented the smoothie?

Inwardly shaking his head from that thought, Ben reminisced on recent events. Yesterday, he and Fairy Tail's strongest team had just arrived back from Galuna Island, and he was told the tragic truth to why he couldn't return home. Though Ben was really bummed that he probably wouldn't see his friends and family for a long time, he stayed positive; in fact, Ben had a gut feeling telling him that this is where he needed to be.

Back home, crime and evil was at an all-time low thanks to the Galvan supplying the Plumbers with new, highly-advanced weapons. His hero career had begun to die away, not that Ben minded. He was mature enough to know that was good, but with all his powers, what was the point in having them if he couldn't use them anymore? However, in this universe full of magic, there was always something bad going on. This was the perfect place for a superhero like Ben Tennyson to be.

Today, Ben had become an official member of Fairy Tail, and this morning he had had his mark "stamped" on him. The teen hero had the Fairy Tail symbol, which was green with a black outline, placed near his left upper arm, near his shoulder. But when Ben noticed that everyone's Guild mark was where it could be seen easily, he decided to have another stitched to his jacket. Mirajane kindly stitched a white Guild mark above the two stripes on his right jacket sleeve.

Currently, as Ben sat on a stool and sucked down his drink, near him were Wakaba, Elfman, Mirajane, Macao and Cana. He was telling them the story of how he defeated the Highbreed; the adventure that made him famous throughout his universe.

"No way," Wakaba said.

Ben smirked. "Yes way."

"You saved your entire universe from these Highbreed?" Cana said in a stunned manner.

The emerald eyed teen nodded. "Yep, and I even used the Omnitrix to reconfigure their DNA and save them from extinction."

"Wow!" Elfman exclaimed, and then he smacked his hand into Ben's back. Ben grunted as his gut was slammed into the counter's edge. "Finally, we have another man in this Guild besides me!"

As Ben straightened up, he said, "Uh…thanks, but remember when I said I wanted to be a man in one piece?"

"Hey, what's that supposed to mean?" Macao accused indignantly toward the white spiky-haired giant.

"You know what it means you little wuss!" Elfman yelled.

Suddenly, before anything else could be said, the front doors to the Guild opened. Stepping inside was Erza with Gray, Natsu, Lucy, and Happy behind her. The ice mage and Dragon Slayer were wearing their usual attire whilst Lucy had changed into a blue shirt with brown shorts.

"Is Master Makarov here?" Erza asked in her commanding voice. "He never could get around to punishing these four yesterday."

"Still with the punishment thing?" Ben asked, folding his arms over his chest.

"Hey! Why isn't Ben getting punished?! He's a member of our Guild now!" Gray demanded.

Erza turned and gave him a glare, which made the ice mage flinch back in fear. "Because Ben wasn't a member of Fairy Tail at the time you fools went on that quest, thus he can't be punished for his actions."

Ben smiled slyly as he folded his arms behind his head. "Tough break for you guys."

The three mages and cat looked to the floor with downcast looks. "Shut up, Ben." Lucy mumbled.

"I'll ask again, where is Makarov?" Erza demanded.

"He went out of town for some kind of last minute council meeting or something like that." Macao answered.

"He just left a few hours ago." Ben added.

Immediately, Natsu, Gray, Lucy, and Happy let out collective sighs of relief.

"Well, that was a close one!" Natsu beamed brightly.

"Yes," Gray fist-pumped, "we won't have to deal with _that_ until Gramps gets back."

"Oh thank goodness!" Happy added, crying in joy. "I was so afraid of staring in the face of death!"

"I CAN'T STAND IT ANYMORE!" Lucy shrieked, pulling her blonde hair in frustration. "YOU GUYS ARE REALLY FREAKING ME OUT! HOW IS HE GOING TO PUNISH US? I'M SO YOUNG AND I HAVE SO MUCH TO LIVE FOR!"

"ALL OF YOU SHUT UP!" Erza commanded.

The group instantly ceased their talking and shivered in fear. Natsu and Gray even held onto each other, both afraid from the redhead that haunted their nightmares. Ben even felt a little startled from the power in her voice.

"Do you know when the master is planning to return?" the scarlet haired mage inquired.

"No," Mira replied, "but I would imagine he'll be coming back any time now. The meeting place isn't too far away."

Erza nodded, placed her hands on her hips in an authoritative matter, and turned to face the four behind her. "Okay listen up, you're not getting off the hook!" she said in a raised voice. "You broke Guild rules by taking on that S-Class quest, prepare to be punished."

Natsu, Gray, and Happy immediately hugged each other in support, whimpering in fear.

"How do I prepare myself when I don't even know what's going to happen?!" Lucy screamed.

Ben cocked a brow. _'Geez, Erza sure does have a way in striking fear into everyone.'_

"Well, it was nice knowin' yah." Wakaba joked. His smile then turned into a frown as he looked away. "It's a crying shame. Those two boys are one thing, but I can't believe Lucy's getting punished too. Oh you poor girl,"

Lucy paled, a sweat drop running down her face. "Oh you poor girl?"

Natsu and Gray, meanwhile, overheard Wakaba and started walking toward him with angry looks.

"Hey! What's the deal, man?!" Natsu demanded furiously. "How come you don't feel sorry for us?!"

"Why are you involving me with this loser?!" Gray added.

Before anyone could stop it, a fight broke out between Natsu, Gray, and Wakaba. The former two traded insults back to one another as they fought Wakaba and each other. Ben watched this spectacle in bafflement as a sweat drop rolled down his face.

' _People around here sure like to fight.'_ Ben mused; however, that thought made him reflect on when Natsu and he (had) fought a few days ago. _'Well…he called me out. It's not like I went looking for a fight.'_

"The big part of being a man is owning up to your actions." Elfman stated. "You hear that you two?! It's high time for you to man up!"

"It's not fair!" Happy cried as he flew around, trying to get the others' attention. "I'm the cutest one here! Why doesn't anyone feel sorry for me?"

"Will someone please tell me what's going to happen to us?!" Lucy said in an obvious panic.

Ben couldn't help but smirk. Though these people were crazy, they did provide quality entertainment that you had to pay for back in his universe.

…

Later, Ben, Natsu, and Gray were standing in front of the Request Board. It was a board on the wall with various wizard jobs posted all over it. However, the trio was mainly focused on a particular job request in the center. The request was printed on black paper with white ink, had two eyeballs at the top, and a bunch of indecipherable scribbles all over it. The only thing readable was the big "Read This" at the top and a "500,000J" reward at the bottom.

Needless to say, it quickly caught their attention. That was a lot of money, and Ben was beginning to realize he would need to start earning a wage. After all, he didn't plan on staying in the Guild's storage room forever. Nevertheless, this request was really drawing blanks with the three. It was kind of hard to accept the job when you couldn't even read the request.

"That's a weird looking job request." Natsu commented.

"Yeah, it is." Gray agreed.

"I don't even think my brainy aliens could decipher those words...if that's what they are." Ben added.

"You guys are back. What's up?" a voice said.

Ben turned around to see a teenage boy around his age. He had orange hair, glasses, and wore a dark green jacket with white fur trim around the hood. _'What was this guy's name? Oh right! Loke,'_ Ben thought.

"Not much man," Natsu replied nonchalantly. "What the heck? I can't even read it."

"Read what?" Lucy asked, stepping forward to see why they were gathered around the Request Board.

All of a sudden, Loke flinched away in shock. His eyes were wide open while his jaw looked ready to fall off his face.

"Whoa! You're back too Lucy?!" Loke shouted.

"Geez, it's really nice to see you too." The celestial mage said sardonically. "What is your problem with me?"

"I…uh…nothing," Loke quickly turned and made a break for it; however, he smacked straight into Erza and fell on his back unconscious, groaning in pain. Ben couldn't help but wince from the impact Loke had with Erza and then the floor.

"No way!" Erza yelled, ignoring the knocked out Loke on the floor. "You two will not be taking any requests!" She was of course referring to Gray and Natsu.

"Real smooth," Lucy commented.

"Do they have to be so noisy?" Cana asked, sitting at a table while drinking a mug of beer.

"Who cares? They're like the coolest, especially that Take-Over mage." A black haired kid sitting by Cana named Romeo, said.

Cana looked at Romeo incredulously. "You're kidding me, right?"

"Decipher this text and I'll increase your wealth by five hundred-thousand jewels." Natsu read out, and then turned to Happy. "This sounds like a winner to me, what do you think?"

"Sure does!" Happy agreed.

"So it's a translation job?" Gray inquired. "That's a weird request for a Guild."

As the ice mage studied the paper further, he noticed something odd about the writing. "Hey wait a second, that's some crazy ancient stuff. No one's gonna be able to read that." He then turned to Ben. "Ben, you gotta any transformations that could read that?"

Ben shrugged. "I don't know. Grey Matter or Brainstorm might, but like you said, that writing is ancient…so there's no guarantee."

"Hold on, it's written in modern letters too." Happy noted.

"I thought I told you no jobs." Erza stated firmly.

"Yeah, I can totally read that!" Natsu said, ignoring the redheaded mage. The pink haired wizard looked down at the paper and read out, "Ugo deru rasuchi boro kania…" Natsu groaned as he grasped both sides of his head. "What?! That's crazy!"

Suddenly, the request paper began to (shine) brightly, casting different colors of the rainbow on the group who were transfixed on the glowing paper. The light show caught Macao and Wakaba's attention as they sauntered closer to it.

"What's going on?" Macao asked quietly.

"That's just sad." Wakaba commented. "Those kids are so scared of the master's punishment that they're sweating rainbows."

"That's enough booze for you." Macao replied.

A few seconds later, the light died away. The group stood there momentarily until…

"What gives? I'm so cold." Gray remarked, wrapping his body with his arms as he shivered.

That statement puzzled the other mages as their eyes opened slightly. Since when did Gray get cold?

"What? Ice mages don't get cold you big cry baby!" Elfman shouted.

However, Gray was chattering his teeth as his body shook to the core. "I-I'm serious, I'm super cold right now!" Gray shivered.

All the wizards present stared at the raven haired teen, dumbfounded.

"What the?" Natsu snapped out of his stupor, his face sweating a bit. "What's going on? Why do I feel so…hot?"

"Uh…Natsu, are you alright?" Macao asked stupefied. "You've never complained about being hot."

"What are you…?" Gray trailed off. When he caught sight of Natsu, his mouth fell to the floor. "What the heck?!"

"Oh wow!" Lucy squealed happily; however, her cheeks seemed rosier than before. "Check me out, Natsu!"

"Hey! Did you guys get taller or something?" Happy, who was standing on the wooden table, inquired. Suddenly, his eyes widened a bit. _'Uh…what happened to my voice?'_ The blue cat brought up his paws to his face. His jaw almost fell off from shock.

"What the?! I'm a cat?!" Happy shrieked.

"Uh…yeah…Happy, that's kind of a given." Wakaba noted, though in a bewildered fashion.

The azure cat turned to him and glared. "I'm not Happy, I'm Lucy!"

"WHAT?!" Wakaba, Macao, and Elfman all shouted in unison.

"Why is everyone behaving so foolishly?!" a male voice demanded.

The wizards turned to see Ben standing tall, firm, and more composed than ever. The green jacket-wearing teen was staring hard at the group in a way the other mages had never thought possible. Although, the way he was looking at them did remind them of one person…

"Uh… guys?" Everyone) turned to see Erza. She was holding out her armored hands, studying them as well as the rest of her body in a perplexed matter. She looked at them and asked, "Um…why am I in a girl's body?"

The present group of Fairy Tail wizards, minus the Ultimate Team, looked at the redhead strangely. However, the second Ben caught sight of Erza, his composure faltered while his green eyes widened tremendously.

"W-w-wha…" Ben stuttered in shock.

"Uh…I'm no doctor but I would guess it's because you are a girl, Erza." Macao implied, rubbing the back of his head sheepishly.

Erza cocked a brow. "I'm not Erza, I'm Ben."

"WHAT?!" everyone cried.

That was the real shocker. First Happy says he's Lucy and now Erza was saying that she's Ben. What in the world was going on?

"Oh wow!" The groups turned to Lucy and were met with a shocking sight. "I could be wrong, but I don't think I've always had these. Have I?" The blonde mage remarked, fondling her large breasts.

Wakaba, Elfman, and Macao were left dumbstruck; they were hypnotized and drooled in excitement. Happy, meanwhile, was absolutely appalled as his eyes bulged out. Immediately, the blue cat eyed down the blonde angrily. Happy quickly leaped off the table, flying straight toward the blonde girl.

"Why you!" Happy yelled furiously. "Lucy kick!"

The azure feline landed a direct hit in Lucy's stomach; however, Happy's blow only caused Lucy to grunt a little while he himself received more pain. Happy collapsed to the floor, his right leg throbbing in pain. Lucy and the others stood above him.

Lucy/Happy rolled over to her paws and knees. "What's going on here? Why am I, Happy?" Lucy/Happy mumbled softly. "I'M TOTALLY FREAKING OUT HERE!" she yelled out.

"Ugh…" Loke finally came to as he steadily got up from the floor. "Man, my head." As the orange haired teen's vision focused back to normal, the first thing he saw was a certain blonde mage in front of him.

When she turned away from Lucy/Happy on the floor to look at him, she smiled and waved sheepishly, "Hi!"

"AAHH!" Loki cried out, flinching backwards before bolting in the other direction, leaving a confused Lucy behind.

"That was weird." Happy/Lucy commented.

Elfman, Wakaba, Macao, and Mirajane were left dumbfounded and speechless over everything they were seeing.

"What's going on here?!" Lucy/Happy cried. "First I'm a cat and then there's this creepy lookalike of me!"

"Uh? What are you talking about?" Gray/Natsu asked, cocking a brow in confusion.

"How could all of you be so foolish?" Erza/Ben demanded sternly, standing in front of them. Her voice obviously sounded like Ben's but with a more commanding tone to it. "Isn't it obvious? We've all switched bodies!"

"WHAT?!" Lucy, Gray, Natsu, and Happy shouted simultaneously.

Ben/Erza wasn't as shocked as the others. This wasn't the first time he got body swapped with someone. It had happened to him and his cousin Gwen when they were only ten. So, in reality, this was actually Ben's second time getting switched into a girl's body. Talk about awkward.

Natsu/Gray stepped closer to Ben, panic in his eyes. "Stop fooling around, Ben!"

"I'm Erza you dimwit!" Erza/Ben retorted.

"W-wait…" Lucy/Happy stuttered, "So…you mean…"

"Yes," Erza/Ben replied. "Natsu and Gray, Lucy and Happy, and Ben and I, we've all switched bodies."

"HUH?" everyone in the Guild, besides Ben/Erza, said in astonishment.

"Well," Ben/Erza shrugged, speaking in Erza's voice, "this wouldn't be the first time I've switched bodies."

"HUH?" Lucy/Happy gasped, looking at the redhead speechless. "You've actually switched bodies before?!"

The others overheard what Ben/Erza said and looked at him incredulously. "Yeah," he explained nonchalantly, "it happened to my cousin Gwen and me when we were ten. Long story short, this is my second time being in a girl's body."

Erza/Ben glared at him intensely. "And don't you even dare think about getting any ideas." She growled in Ben's voice, which was kind of strange for the teen hero currently occupying Titania's body.

"I wouldn't dream of it." Ben/Erza smirked, and then threw her a playful wink.

Erza/Ben lightly gasped and turned away, a bit of red flushing on her face. Thankfully for the strong female mage, no one had seen that. Otherwise, their predicament would've just gotten more awkward. Nevertheless, Ben/Erza had seen it and was left confused.

' _Okay…I was just fooling around with the wink. I wonder why she blushed a little bit.'_ Ben thought. However, he was sincere when he said he wouldn't mess around while in Erza's body. He was a gentleman and respected her; besides, he was kind of defenseless without the Omnitrix and not knowing how to use Erza's powers.

"The ancient Unpela-ese spell has been cast." A wise, grave voice said.

Everyone turned to see Master Makarov standing at the front doorway, his head down and his hands grasping his smiley-faced cane behind him.

"You kids not feeling like yourselves today, huh?" Makarov quipped.

The Ultimate Team walked up to the aging master.

"Master, you're back!" Erza/Ben said in relief.

"I had noticed that request on the board." Makarov explained. "By reading what was written on that page allowed you to cast a powerful personality transference, and that spell is called the Changeling."

"Sounds really scary!" Lucy/Happy commented.

"So you're really Natsu, right?" Gray/Natsu asked.

Natsu/Grey glanced back at him. "Yeah?"

The pink haired mage grabbed the onyx haired teen by the shirt. "You idiot! This is your fault! Because of you now I'm stuck in your body, loser!"

"Hey, all I did was try to read the stupid job request, ice prick!" Natsu/Gray countered.

"That's enough, Natsu…uh…I mean, Gray." Makarov corrected. "However, this spell does more than switch bodies, it switches magic too."

"What?!" the group shouted.

"There's one thing you should know." The old man said grimly. "If the Changeling spell isn't reversed in thirty minutes from the time it was initially cast, you will never return to the way you were before. Or so says the legend, at least."

"WHHAAA?!" the team cried out.

Even Ben/Erza was shocked over this frightening realization. He certainly didn't want to be trapped in Erza's body for the rest of his life. A man being stuck in a woman's body would be extremely awkward!

Natsu/Gray ran up to Elfman and Mirajane, who were standing a fair distance behind them along with the other Fairy Tail mages present. "Do you know how long we've been mixed up for?" He asked hysterically.

"Sixteen minutes," Mira answered, "which means you have fourteen left."

This only caused the group to scream even more, shocked by how much little time remained. They immediately turned to their orange and blue clad master again.

"Gramps, isn't there anything you can do to reverse the spell?!" Gray/Natsu cried frantically.

"Hmm," Makarov scratched his nose in contemplation. "Since this is such an ancient magic it would only stand to reason that I…don't know."

Suddenly, the group's eyes became bigger than dinner plates while their jaws fell to the floor, expressions of horror plastered on their faces.

"I must say I am very disappointed." The old mage sighed. "I was looking so forward to punishing you…but it looks like you've got your hands full right now!"

"What?!" Ben/Erza yelled, waving his arms around frantically. "I wasn't even supposed to be punished!"

"Hmm," the master nodded. "Yes. It is rather unfortunate that you got caught up in this Erza…uh, Ben."

The short old man then walked away. "Well, best of luck to you kids." He said in a cheery tone.

The team was left dumbfounded. Natsu/Gray and Lucy/Happy were both lying on the floor, their bodies twitching in shock. Gray/Natsu was on his hands and knees; he too was too horrified to stand. Erza/Ben was standing firm; although, her fists quivered in anxiety while her attitude displayed absolute apprehension.

"THAT'S IT!" Gray/Natsu yelled. "I can't take it anymore!"

Gray/Natsu swiftly pulled off his black vest and threw it aside, leaving his toned upper body exposed. He was just getting ready to take off his pants too until Natsu/Gray tackled him to the floor.

"Keep it together, perv!" Natsu/Gray exclaimed, wrestling with _himself_. Excuse the pun.

"Huh," Ben/Erza commented. "Even in Natsu's body, Gray still likes to take off his clothes."

"It would appear so." Erza/Ben agreed, watching the two guys wrestle.

Lucy/Happy sprouted a pair of white, feathered wings from her back and flew a few feet off the ground. "I gotta say flying sure is fun, BUT I DON'T WANNA BE STUCK AS A CAT FOREVER!"

"What's so bad about being stuck as me?" Happy/Lucy accused, crying a little bit.

"HEY!" Gray/Natsu cried out, ceasing his fight with Natsu/Gray. Everyone looked to see fire drooling out from his mouth and onto the floor. "What's going on?! I got fire dripping out of my mouth!"

"You idiot!" Natsu/Gray shouted. "Control it!"

"I can't!" Gray/Natsu said; suddenly, the former ice mage's panic caused the flames to come out in torrents, lighting the floor on fire.

The fire began to grow larger and more intense, causing the group of mages to step away.

"Gray…uh, Natsu!" Ben/Erza called, which grabbed his attention. "Use your ice powers to put out the fire!"

"I don't know how!" Natsu/Gray replied. Just to humor him, he held out his hands and fiddled with them. Instead of blasting ice like he wanted, he coughed up ice cubes from his mouth. "Aw man!"

Ben and Erza both sweat dropped in frustration. The fire began to expand. If something wasn't done soon, it could burn down the entire Guild.

"This looks like a job for Big Chill!" Ben/Erza stated, slapping his left wrist. However, as soon as he noticed there wasn't any green light, he mentally slapped himself for his stupidity. "Oh…right…" he muttered.

Ben/Erza swiftly turned his head to Erza/Ben.

"Erza, turn into Water Hazard or Big Chill and put out that fire!" Ben/Erza commanded.

Erza/Ben only looked at him strangely. "Who?"

He groaned as he face-palmed. _'Of course she's confused.'_ Ben thought. _'She doesn't know me that well or my aliens.'_

"J-J-Just transform into somebody!" Ben/Erza shouted.

Erza/Ben lifted up the jacket sleeve to see a white and green watch strapped to her wrist. She knew that Ben's powers apparently came from this device; however, she really had no clue on how to use it.

"Uh…" Erza remembered Ben tapping the faceplate, so she did that. The watch beeped as a green holo-ring popped up. Titania looked at the icons blankly. _'How many forms does he have?!'_ She thought. _'He has just as many forms as I do armor!'_

Taking a guess, she pressed an icon and hesitantly slapped down the core. The Guild Hall was shrouded by emerald light. When the light died down, standing in Erza/Ben's place was a nine foot tall, humanoid, tailless tiger. On its upper left arm was the Fairy Tail mark in black.

" **Rath!"** Erza/Ben roared.

Ben/Erza's mouth dropped as he stared at the Appoplexian in disbelief. "Seriously?! Rath? Out of all my forms, it had to be Rath?"

The Guild mages gasped as they took fearful steps back. Those who had witnessed Ben first transform into this form remembered how angry and aggressive he was. If the mighty Erza was now turned into this form, then this certainly wouldn't bode well.

Erza/Rath glared at Ben standing off to the side. "Let me tell yah something, Ben Tennyson, who happens to be in my body! Rath doesn't know how to use your magic watch! Or better yet, what your forms look like!"

Lucy/Happy flew in-between them. "You guys, that fire is kind of getting bigger." She said sheepishly.

Erza/Rath turned her glare to the growing fire on the wooden floor. "Right…" she said. "Let me tell yah something, stupid fire! Nobody dares try to burn down this Guild without getting a major beating!"

With that, Erza/Rath rushed to the blaze and began throwing punches at it. She didn't get burned; however, her attacks were obviously doing nothing to stop the fire. Ben/Erza sweated and moaned in annoyance. The other Fairy Tail mages looked on, dumbfounded. Was Erza really trying to put out a fire by punching it?

' _Geez, is Rath really that dumb?'_ Ben/Erza mused.

Ben snapped out of his musings and tried to think fast. The fire was really starting to get out of control. _'Okay, I don't know if Erza has any armor that can put out fires, and even if she did, I wouldn't know how to summon it. But…I know someone who can.'_

Ben/Erza turned to Gray/Natsu who had finally stopped himself from hurling fire. "Gray, inhale the fire like Natsu does!"

Gray/Natsu looked at him dubiously. "Are you kidding?! I don't know how to do that!"

"Just do it!" Ben/Erza yelled; sounding a lot like Erza, which made the ice mage turned Dragon Slayer flinch.

Gray/Natsu stood before the flames and closed his eyes, concentrating. Letting out an exhale, he reared back his head as he inhaled deeply. Amazingly, the hot flames were pulled into Gray/Natsu's mouth. In mere seconds, the fire was gone as Gray/Natsu had consumed it all. He let out a big burp, rubbing his mouth.

"Wow," Gray/Natsu breathed. "That actually tasted pretty good."

Natsu/Gray crossed his arms over his chest. "Nice job, ice prick. You almost burned down the Guild."

Gray/Natsu glared back, "What'd you call me!"

Ben/Erza, ignoring their bickering, smiled. "Good work, Gray."

Erza/Rath looked around bewildered. A second ago she was fighting the fire, now it was gone. "Let me tell yah something, cowardly fire! Come back and face your punishment!" She bellowed.

"Erza," Ben/Erza sighed, "just transform back."

The bipedal tiger scowled at Ben/Erza. "Let me tell yah something, Ben Tennyson, nobody orders the mighty Titania around!"

"Erza!" Master Makarov shouted, who was sitting on the bar table drinking a mug of presumably alcohol. "That's quite enough."

Erza/Rath growled in irritation before she acquiesced. "Fine. Whatever. Rath was done with the fire anyway."

Remembering how Ben shifted back, she tapped the green hourglass dial on her chest. In a flash of emerald, Erza/Ben reverted back to human form. She held her head, allowing a groan to escape her lips.

"Seriously?!" Ben/Erza shouted at Makarov. "You've been sitting there this whole time?"

Makarov laughed. "Well…I was amused."

Erza/Ben turned to Ben/Erza, the memories of what she did as that powerful tiger form, Rath, were hitting her like a freight train. "Did I…really try to punch fire?"

"You sure did." Wakaba said, standing with the other mages.

"As manly as it sounds, trying to beat fire with your fists is just plain dumb!" Elfman added.

"Don't worry about it." Ben/Erza said, walking over to her and laying a comforting hand on her shoulder. Well, technically it was really _his_ shoulder. "Rath isn't…really the brightest of my forms."

Erza/Ben turned to him. "How can you possibly accomplish anything with him? And by the way, how many forms do you have?"

Ben/Erza smiled as he rubbed the back of his awkwardly. "Rath's one of my strongest transformations, despite his…well…you know…anger issues. As for that second question, I guess the others didn't tell yah, but I have seventy forms."

Erza/Ben's eyes widened. She was very impressed. Before Ben and the others left for Galuna Island, she remembered Mirajane telling her that Ben possessed many forms with different abilities. But seventy? He had just as many transformation as she did armor and weapons!

"Impressive," Erza/Ben commented, "but since I wasn't here for when you first came to the Guild, do you mind me telling me what all they can do?"

Ben/Erza smirked. "Super-strength, super-speed, flight, regeneration, elemental powers, invulnerability…" he paused, "It's really a question of what powers I don't have. Well…you actually since you're in my body."

Erza/Ben was left dumbfounded. If what Ben said was true, then he was just as powerful as she was, if not potentially more!

"Great," Lucy/Happy moaned sadly, still flying at eye level with everyone. "All of our magic has been switched but we all stink at it. I hate this. Why me?"

"No need to worry, Lucy!" a feminine voice called out. They all turned to see a petite, blue haired girl named Levy standing by the front doors with the other two members of her team, Jet and Droy standing on either side of her.

"Levy it's you!" Lucy/Happy squealed happily.

"Levy?" Natsu/Gray said.

"Don't worry! The Shadow Gear team is here to save the day." Droy stated confidently. "You guys will be back to normal in no time."

"Oh yeah," Jet added with the same level of confidence as Droy. "We got this, no sweat."

"Now, do your thing Levy." Droy and Jet said together.

"When you guys said 'we got this', you really meant her, huh?" Mirajane joked.

In response, the two men only chuckled.

"You're so kind to help us!" Lucy/Happy said, flying around Levy in joy.

Levy laughed a little. "Anything for a friend; besides, I really want to read your novel. And it would be kinda weird talking about it in front of Happy." She whispered.

"What are you gonna do?" Natsu/Gray interjected.

Later, Levy was seating at bench holding the request paper in her hands. A few books are stacked around her. The others gather behind the blue haired mage.

"Well, I do know a little about ancient texts." Levy explained. "I'll start with what was written on the flier itself."

"Sounds good," Gray/Natsu said, "but do it quick!"

Erza/Ben walked around the table to stand in front of the group. "Listen up everybody; we need to let Levy work in peace."

"Yeah," Lucy/Happy agreed, although her voice was muffled. She then realized that she had a fish in her mouth and gasped in shock. She lowered her wings and fell to the floor on her hands and knees in disappointment. "Why do I have a fish in my mouth?"

"Because they're yummy!" Happy/Lucy replied, and he too had a small fish in-between his teeth.

Levy begins reading a book, her red reading glasses casting a beam of rainbow colored light over the pages, allowing her to read much faster. "Okay… ugo deru…" she mumbled.

"Please hurry," Gray/Natsu said calmly though his expression displayed panic. "We only have ten minutes left."

"You sure it's okay to be saying those words out loud?" Ben/Erza asked, crossing his arms over his armored chest.

"Don't worry," Levy responded nonchalantly, looking between her books and the request. "It's totally safe as long as you don't read everything in the correct order."

"There's not much time!" Natsu/Gray shouted hysterically. "Ugh…I can't take it! I can't take being so cold! Change me back!"

"So how's it going Levy?" Lucy/Happy flew up to the stand on the table edge.

Levy was silent, still looking at the request paper.

"Have you figured it out?" Natsu/Gray asked.

"No," Levy replied disappointed, "I'm stumped!"

Natsu/Gray and Lucy/Happy both let out frustrated yells. Ben/Erza's eyes widened a bit. _'Oh no. This can't be good at all.'_

"No!" Lucy/Happy cried. "I can't stay as some (strange flying) cat forever!"

"What's so terrible about that!?" Happy/Lucy demanded indignantly.

Erza/Ben whimpered. "Surely my fate isn't to remain in a man's body for the rest of my life."

Ben/Erza looked back at her. "This is no picnic for me either, yah know."

"NO!" Natsu/Gray roared. "I hate this! I can't remain in this ice bastard's body forever!"

"Hey!" Gray/Natsu shouted, getting in his rival's face. "I don't wanna stay in your body either, loser!"

"You wanna fight!?" Natsu/Gray demanded.

Erza/Ben groaned gallingly as she fixated a deadly glare upon the duo. "SILENCE!" she yelled, which immediately made them hug one another and shiver in trepidation.

' _Whoa,'_ Ben thought. _'I didn't know my voice could get that powerful.'_

"Look I know you guys are freaking out, but I'm still working on it, okay?" Levy reassured the panicking mages.

Natsu/Gray turned to Macao. "How much time do we have left?"

"Eight minutes," Macao answered, holding up a board with the number eight on it. "Hate to say it, but you might wanna start preparing for the worst."

That statement made the whole team freeze in fear. The possibility of actually being trapped in another person's body was frightening. Even Ben found himself unsettled by this. Being stuck in a girl's body was certainly not how he wanted to spend the rest of his days.

A moment later, the newly dubbed 'Ultimate Team' was seated on a bench across from Levy as they left her alone to let her work. Her teammates Droy and Jet were cheering her on behind her. The team was dead quiet and remained that way for a couple minutes.

"So what happens if we wind up getting stuck like this?" Gray/Natsu inquired, his chin resting in his hand.

"UH…what do you mean by that?" Natsu/Gray cocked a brow.

"Are we just gonna try to adjust to our new bodies and go back to work?" Gray/Natsu clarified.

"Well, yeah I'd guess we'd have to, it's not like we have a bunch of options." Natsu/Gray said.

"Whatever happens is totally fine with me!" Happy/Lucy smiled.

"WHAT?" Lucy/Happy shouted. "No one asked for your opinion, now did they? Stupid cat! I just want to be a cute girl again."

"Take it easy there, Lucy." Ben/Erza consoled. "No one…"

Suddenly, Ben/Erza paused as a realization came to his mind. This made the others look at inquiringly.

"What? What is it, Ben?" Erza/Ben asked.

"I just realized something." Ben/Erza said. "None of us know how to use our powers. If we were to take a job, we wouldn't be able to finish it."

Shocked looks crossed over the team's faces.

"OH geez you're right!" Natsu/Gray agreed. "We stink, and that means…"

"WE'RE THE WEAKEST TEAM IN FAIRY TAIL NOW!" they shouted simultaneously.

It was true. If the spell wasn't undone, they would be trapped in another's body with no knowledge on how to use that person's powers. And being trapped in another person's body would not only have ramifications on their missions, but their personal lives as well.

For Ben, he had spent years unlocking aliens and learning how to use their abilities. But now, trapped in a female redheaded mage's body, Ben would not only have to learn how to utilize Erza's magic, but his life would be completely awkward too. After all, a man being stuck in a woman's body was certainly not something easy to adjust to.

"OH MAN I HATE THIS!" Natsu/Gray bellowed violently. "What's the point of living if I can't burn anything anymore!?"

"I'm a cute Celestial mage! I can't be stuck as a cat forever!" Lucy/Happy cried out.

Happy/Lucy turned to her with an angry look. "You're mean! I happen to like being a cat!"

"This is unacceptable!" Erza/Ben shouted. "I'm an S-Class wizard and I refuse to be a part of Fairy Tail's weakest team…if only I was back in my body."

"Will you guys calm down!" Ben/Erza exclaimed as he stood up, drawing all eyes on the team to him; more importantly though, his yelling also made them shut up. "Listen, I don't like this anymore than you, but sitting here complaining about it isn't gonna make it any better. If we have to adapt to our new bodies and powers then fine…that's what we'll do."

The team looked at Ben/Erza in shock. The way Ben yelled and solaced them with a commanding voice, sounded much like Erza, even though he was in her body. Erza/Ben looked at him blankly; the way he took charge and tried to reassure everyone that everything would be fine appealed to her.

However, before anything else could be said, Levy cried out, "Yes that's it!"

Immediately after that exclamation, the team crowed around Levy with a mix of excited and relieved looks.

"Really?" Natsu/Gray asked excitingly. "So you can lift the spell?"

"Go on! Do it!" Gray/Natsu added.

"This is what it says: May this eternal exchange provide you with eternal happiness." Levy smiled. "Kinda cute, isn't it?"

"Ahh…yeah it is." Lucy/Happy gushed.

"May this eternal exchange provide you with eternal happiness?" Ben/Erza repeated. He placed a finger to his chin, contemplating on what it could possibly mean. "Huh?"

"Yeah, and?" Natsu/Gray demanded.

"In other words, everyone who has been affected by this spell will live happily ever after!" Levy replied. "You're so lucky! I'm so glad I figured it out."

At that moment, it grew deathly quiet as the horrifying realization hit them like a pile of bricks. Finally though…

"OH NO WAY!" Natsu/Gray yelled. "You're telling me we're stuck like this forever!?"

"We wanted you to lift the spell. Not read it, remember?" Gray/Natsu deadpanned.

"OH, that's right. Sorry!" Levy apologized.

Lucy/Happy flew next to Levy and laid a supportive paw on her shoulder. "You got this. I have faith you can do it. But you gotta work a little faster, okay? Maybe there's a hidden message or code or something like that in the request?"

"Yeah," Levy answered more determined. "Good idea."

As Levy resumed her work, Droy and Jet continued cheering her on, the former banging a drum while the latter waved around a fan.

"GO! Go! Go Levy!" Droy and Jet cheered.

Wakaba stared at this scene with a perplexed expression, a sweat drop falling down his face. "Isn't all that racket gonna distract her?"

"Nah," Elfman grinned exuberantly. "They're just trying to get her pumped up!"

Elfman jumped in with Droy and Jet and began cheering her on.

"Ugh," Levy moaned, "I'm still not seeing any kind of a pattern here. It doesn't seem to make any sense."

Macao pulled out a purple board with a yellow three printed on it. "Three minutes left," he said.

"Three minutes!" Lucy/Happy cried.

"Well this is it." Erza/Ben whined. "This is how I'm gonna spent the rest of my life…as…a man." Erza/Ben fell to her hands and knees and whimpered. "I've worked so hard."

Erza/Ben was about to cry until she felt a comforting hand on her shoulder. She turned to see Ben/Erza smiling at her. "If it makes you feel any better, I know how you feel."

"You do?"

"Yeah, being stuck in a woman's body forever doesn't bode well with me either." Ben/Erza admitted. "But I know that's not gonna happen. I'm confident we'll get back in our original bodies."

Erza/Ben looked at him puzzlingly. "How can you be so sure?"

Ben/Erza shrugged. "I just am."

Erza continued to look at him. _'We have less than a couple minutes left before we are stuck in each other's bodies…yet, he's still confident that everything will work out?'_ She thought. _'Who are you, Ben Tennyson?'_

Erza/Ben smiled at him and stood up. _'Whether I'm in this body or hopefully back in mine…I have a gut feeling that I'll enjoy fighting alongside him.'_

"You're right." Erza/Ben conceded.

"Have you figured it out yet?!" Natsu/Gray demanded.

Macao held up a white poster board with a red number one in the center. "Your situation is dire with only one minute to go."

Ben/Erza looked at the black haired mage confusingly. "Where do you keep getting all these posters?"

"I DON'T RECALL ASKING FOR THE TIME! SO SHUT YOUR MOUTH, KAY?" Natsu/Gray roared, veins throbbing on his forehead.

"Geez, I was just trying to help." Macao muttered.

Levy, meanwhile, was hard at work trying to undo the spell. "Okay, I think I've almost got it worked out." she mumbled.

Behind her, Droy continued to bang the drums while Jet and Elfman waved around fans.

"Work it Levy! Yeah! You're on fire!" Elfman cheered.

Wakaba sweat dropped. "He's too good at this."

Meanwhile, back with the Ultimate Team, Master Makarov stood behind Natsu and Gray. "Still trying to break the spell, huh?"

They both turned to the old man with annoyed expressions. "Look if you're trying to teach us a lesson here, we've learned it already okay?" Gray/Natsu said.

"OH!" Makarov's face light up as if an idea had popped up in his brain.

Suddenly, the group nearly gasped in anticipation. The rest of the group crowed in front of him immediately with hope in their eyes.

"Yes, master?" Erza/Ben said eagerly.

The orange clad man was silent for a moment before he shrugged, "Woops! Never mind kids, I've drawn a blank."

At that, the group fell over in deflation; besides Ben, who just stood stationary with his arms and jaw hanging down.

"Not cool, dude! Not cool!" Ben/Erza yelled.

"You guys have about forty seconds left," Macao informed, holding up a sign with a big number forty on it. "More or less…starting now!"

"What do you mean 'more or less'?!" Natsu/Gray shouted furiously.

Suddenly, Makarov's face brightened once more. "I just remembered something about the spell!"

"What is it!?" Erza/Ben exclaimed.

The master turned away. "While it can be lifted I'm afraid it has to be done one pair at a time." He then glanced over his shoulder. "Meaning it's impossible to change all of you back at once!"

"WHAT!?" Natsu/Gray shouted.

"Thirty seconds…ish." Macao said, holding up another sign with a 30 on it.

"Seriously! Where do you keep getting those boards?" Ben/Erza asked.

"So, which pair's going first?" Gray/Natsu asked crossly.

"It should be us!" Natsu/Gray answered.

"Hmph, sounds good to me." Gray/Natsu agreed.

"But that's so unfair!" Lucy/Happy cried out. "It should be me and Happy!"

"Hold on!" Erza/Ben shouted, her vein throbbing violently. "Since me and Ben are Fairy Tail's strongest wizards, we should go first. It's for the good of the Guild."

Ben/Erza rubbed his neck sheepishly. "How many times do I have to tell you guys I'm not a wizard?" He sighed.

Immediately, a big argument broke out between five of the six person team, Ben being left out. He only stood to the side, pinching the bridge of his nose in frustration. _'Man these people bicker a lot!'_ he thought.

"Hold on you guys!" Levy screamed. "I got it!"

The team instantly ceased their squabbling as they gathered close to Levy's work table. "Really?" Lucy/Happy asked.

"Yeah, but listen, I'll try and explain this as quick as I can."

"And nine…eight…" Macao counted down; however, before he could continue he received a wicked haymaker from Natsu/Gray, sending him crashing through a bench unconscious.

"No time!" Natsu/Gray shouted angrily. "Just change us back! Hurry!"

"Yeah…right, here it goes." Levy said. Suddenly, the request paper that had started this mess began to glow brightly once more. She then held out her arms as she chanted, "Aruboroya tesura rugi gou! Aruboroya tesura rugi gou! Aruboroya tesura rugi gou!"

Rainbow colored light and sparkles descended over the team. Then, an awe-inspiring helix of bright colors and magical ciphers appeared over the page, casting light throughout the Guild Hall. The beam then shot into the sky, where anyone from Magnolia could see it.

After a moment, the light died away and the group let out collective sighs. The Ultimate Team stood still for a few seconds before Ben blinked a couple times. When his focus finally returned, he looked himself over and smiled. He was back in his own body.

"Hey! I'm back to normal!" Ben said boisterously.

Erza, who was standing a fair distance to his side, examined herself shortly and smiled too. "I am as well."

Lucy, Happy, Natsu, and Gray blinked a couple times. They looked themselves over and were pleased to find that they were back in their original forms.

"Hey!" Natsu shouted. "We're back in our bodies too!"

"Aye," Happy agreed, flying above his head.

"Man, glad that's over." Gray sighed in relief; unexpectedly, ice chunks started drooling out of his mouth.

"So now you're drooling ice cubes on purpose now?" Wakaba asked.

Lucy ran up to Levy and held her hands. "Levy you're awesome!" she squealed.

"That's right!" the petite girl fist-pumped.

"Oh yeah," Droy said.

"Our cheering worked, huh?" Jet commented.

"You gotta tell us…" Lucy asked, "How'd you do it?"

"Well, when I realized that the words themselves had no meaning, I decided to read them backwards." Levy explained.

This made the others blink a bit. "Backwards?" Ben inquired.

"It's actually an old trick." Levy elucidated. "Ancient languages such as this didn't really have that many letters. So sometimes they had to be a little more creative with how they used their words. That's why when I reversed the words, I reversed the spell too."

"How cool," Lucy remarked.

"At least that's over." Natsu said.

"We owe you big time Levy." Gray added.

Levy giggled a bit. "Don't worry about it."

"Good work you kids." The group turned and was met with quite a confusing sight. Mirajane was sitting cross-legged on the bar countertop, but she was holding Makarov's cane behind her back.

"W-wha…" Lucy and Levy stuttered.

"Hey guys, something's wrong." Makarov, who was standing on the floor, said a bit girlishly. "Did I get shorter?"

"Oh no!" Lucy cried out. "You don't think that…"

"That Mirajane switched bodies with Gramps?" Gray finished.

Ben's eyes widened from this realization. "How did…" he breathed.

"Wow!" Makarov/Mira beamed brightly. "You won't hear me complaining about this."

"NO!" Mira/Makarov started waving her little arms around in panic. "This can't be happening!"

"Oh no…" Erza muttered. "Who else has been…"

"All of you just need to man up and get over it, okay?" Cana yelled.

However, that wasn't what was grabbing the team's attention. It was Elfman, sitting on a table across from her, chugging down an entire barrel of beer.

"Hey," Cana said, "what's the deal? Why do I smell like a brewery?"

Suddenly, Elfman set down the barrel and looked around with big, wide eyes. "Wait! What! How did I…Ugh…" his face then began to turn green. "Oh man….I…ugh…I think I really need to take a nap right now." With that said, Elfman fell over and passed out.

"Elfman and Cana?" Gray said. "Anyone else?"

"Hey Droy," Droy looked over to Jet only for his face to fall into shock.

"Yeah? What is it now, Jet?" He looked over and was met with similar shocking results.

"Hey!" They both shouted, pointing at one another. "Stop looking like me!"

Ben glared at Gray. "You just had to ask."

"I don't think anyone's gonna be able to tell the difference with you two." Makarov/Mira commented, and then her expression brightened. "But in my case, having a body like this is a dream come true."

"Please help me, Levy! Help me!" Mira/Makarov cried comically.

Levy and the Ultimate Team stared at their fellow, body-swapped friends, who were bickering amongst each other. Dumbfounded expressions were plastered on their faces while sweat drops rolled down their faces.

"Oh no…" Levy gapped. "I think I'm a little in over my head here."

"Oh boy…" Ben exhaled deeply. "This…makes things complicated."

…

" _Magic is not a toy. It can turn your world on its head. The very fabric of your being can be pulled from you in an instant. So don't take it lightly. Until next time…"_

" _Are you seriously gonna end it like this?!" Ben and Natsu shouted._

**Notes for the Chapter:**

> Imagine Cthulu, but he's a cat. That's a Flerken.


	9. Phantom Lord I

**Ultimate Fairy**

**Chapter 9: The Phantom Lord**

**Part I**

…

A couple of days had passed since the Changeling spell incident. It may have taken a while, but everyone had been returned to their rightful bodies thanks to Ben and Levy. After getting transferred back to their bodies, Ben had gone Grey Matter and taken a look at the request.

He concluded that Levy did have it right by saying the spell backward; unfortunately, she hadn't pronounced it correctly, which in turn caused the other guild members to be switched amongst each other. However, the incident had been resolved and now everything was back to normal…well as normal as things could get for a superhero and team of wizards.

Right now, Ben, Natsu, Gray, Lucy, Happy and Erza - or the "Ultimate Team" as some had christened them as - had arrived back in Magnolia from a successful mission. Ben found the mission to be quite enjoyable, enabling him to work out some frustration on the bad guys. Although he didn't make a big sum of money, that mattered little to Ben. He was just happy he could help people again.

The Ultimate Team was walking down the street. Erza was at the back of the group, pulling her cart full of suitcases. Ben never could understand why she brought so much stuff with her on jobs, or even how she possibly carried it around all the time. The teen hero though decided to look past it, since there were many things in this world full of magic that he didn't really comprehend yet.

"Was that an awesome job or what?" Natsu laughed with rosy cheeks.

Ben smiled. "I had a good time. Felt great getting to beat up on the bad guys again."

"Yeah, especially when you transformed into that big bird guy and started kicking those dudes all over the place," Natsu added brightly.

"You mean Kickin' Hawk? Yeah, that was pretty fun." Ben grinned.

Gray scoffed playfully. "Face it; you guys are just lucky that I decided to come along."

"We're lucky that you begged to come with us?" Natsu countered. "How do ya figure?"

"Because you're as helpful as one of Erza's suitcases," Gray responded.

The Dragon Slayer and ice mage got in one another's face with angry looks. "You better watch your mouth or I'm gonna pack you like a suitcase, pal!" Natsu growled.

"That doesn't make any sense." Gray retorted.

Ben leaned to his right where Lucy was walking, and whispered, "Are they always like this?"

"Pretty much," Lucy deadpanned.

Instead of wearing her usual attire, she was sporting a tight pink shirt with a black skirt. Also, in her arms was her Celestial spirit, Plue. Ben noticed that she tended to summon the little guy during their R&R time.

Erza got between the two and forced them apart easily. "Enough boys!" she then turned to Gray. "Now please get dressed."

It was true. Gray had somehow stripped down into a pair of black boxers within the blink of an eye. This still amazed and creep Ben out. He really needed to put a handle on that disturbing habit.

Gray's expression fell into shock. "For crying out loud how does this keep happening?!"

"Piece of advice, Gray," Happy suggested, "Never get in a fight in your underwear."

Ben laughed. "I second that. Not exactly the best strategy going in a fight with just boxers."

"Uh guys, hate to interrupt your conversation, but…" Lucy intervened.

"What's up?" Natsu asked.

She held up the request, which depicted a five hundred jewel reward. "When I took this job, I was hoping for it to be a solo mission. So, why did you all come along?" She asked sheepishly.

"Oh come on, isn't it obvious?" the Dragon Slayer said.

"No, I don't think so," Lucy titled her head.

Natsu gave her his trademark toothy grin and a 'thumbs up'. "We're Fairy Tail's new Ultimate Team, so we have to stick together."

"Aye sir," Happy agreed.

"And don't you forget it," Gray added.

Erza only nodded in agreement.

"What about you, Ben?" Lucy turned to the brunet hero curiously. "Why'd you decide to come along? I'm sure their were other jobs you could've taken. Not that I'm complaining you came along!" she quickly corrected herself, not wanting to offend the guild's otherworldly member.

"No offense taken," Ben reassured. "But I'll be staying here in Earthland for the next foreseeable future, so I need to start getting used to taking job requests and learning how to work in a magical guild. I figured since we've already worked together before, I could tag along with you guys and get more experience with that."

Lucy nodded in understanding. "Okay, I get it. Your kind of in the same boat as me actually since I haven't been in Fairy Tail long myself."

"No worries! We'll get you two caught up to speed!" Natsu stated with confidence. "There's no job that's too tough for us. We're the Ultimate Team, after all!"

"I dunno if that name will catch on..." Ben commented.

As the team strolled down the street, passing Magnolia citizens stared at them and whispered to one another. Ben wasn't new to people staring at him; however, these people seemed to be giving them empathetic looks from what he could tell.

"Why's everyone staring at us?" Gray voiced.

"It's not the good kind of staring." Happy commented.

"They feel so pity…" Erza said. The redhead then looked forward and quickly stopped in her tracks.

The rest of the group followed her gaze and were dumbstruck. From the distance, the guild hall looked very peculiar. They couldn't see much, but from here there appeared to be large poles sticking out in random spots all over the building.

' _Well, that explains why everyone is looking at us sympathetically.'_ Ben thought. _'But what in the world happened?'_

"What? Why does the guild hall look so…bizarre?" Erza inquired.

"Only one way to find out," Ben replied. "Let's get a closer look."

The Ultimate Team continued down the path that led to the guild hall. When they finally reached their destination, they were dumbstruck. Several giant iron pillars were protruding out everywhere across the pagoda-shaped building, one was even sticking out through the Fairy Tail sign above the front doors.

"No way," Gray muttered.

"What's happened to it?" Erza asked.

"No," Lucy whimpered lightly, holding her hand over her mouth. "I don't understand."

Ben frowned as he stared at the damaged building. He may not have known the guild for very long, but they opened their home to him - giving him a place to eat and rest until he could get settled in on his own. He didn't appreciate someone coming in and trashing their guild hall.

"Our guild," Natsu snarled, clenching his fists. "Someone did this to our guild hall."

"But who would do such a thing?" Erza wondered.

"It was Phantom." a female voice answered.

The team, minus Natsu, turned around to see Mirajane standing behind them, ready to break into tears at any moment.

"Are you serious?" Gray said calmly.

Natsu turned to look at Mirajane with a look of pure fury. "You mean Phantom did this?" he growled.

"We couldn't do anything to stop them. They got us good." Mirajane sobbed.

Ben cocked a brow in bewilderment. "Who's Phantom?"

Gray turned to Ben, and answered, "Phantom Lord. They're a powerful rival guild. We've never been on the best terms with those jerks…as you can see."

"Oh..." Ben nodded in understanding. "A little school rivalry, huh?"

The group proceeded into the building and headed down a flight of stairs leading to the basement. The basement was usually used for storage but since there were iron pillars everywhere, it was the only place in the guildhall unaffected by the devastation.

The rest of the guild was sitting at storage boxes or barrels either eating, drinking, or moping about. The morale was obviously very low. Ben could even see that his teammates were disheartened too. It bothered seeing his new comrades, who were usually so lively and cheerful, in a dismayed state.

"Yo! What's up kids?" Makarov slurred, holding a mug of beer. It was clear he was drunk.

"Uh…hi," Lucy said awkwardly.

"Sorry that we couldn't be here sooner." Erza apologized.

"Why the heck are you all just sitting around down here?!" Natsu demanded angrily.

Natsu was ignored as the old mage shifted his gaze to Ben and Lucy. "How did it go, yah two? Did ya finish the job?"

"Yeah, it was easy enough," Ben replied with Lucy nodding in agreement.

"Are you okay though?" He asked the old man with concern.

"I'm fine, my boy! Never better!" Makarov hiccuped.

"Right..." Ben trailed off, unconvinced.

"Master," Erza said firmly, "do you not understand the gravity of this situation?"

"The guild hall has been completely destroyed!" Natsu inputted.

"There's no need to get yourselves worked up," Makarov responded. "It's not like it's the end of the world or anything." He then took another big gulp of beer.

"What?" Gray asked.

"Hmph," Makarov continued, "just goes to show you how cowardly those dunderheads in the Phantom Lord guild really are. They struck when no one was here, is that anything worth bragging about?"

"No one was here?" Erza queried.

"It was after everyone had already left for the night." murmured Mirajane.

"Well, that's a bright side. No one got hurt, at least." Ben stated.

"Yes," the Fairy Queen agreed. "Thank goodness for that."

"We shouldn't trouble ourselves with people who don't even have the guts to face us head-on." Makarov asserted. "Forget about those fools."

Suddenly, Natsu slammed his fist into a wooden crate, putting a huge dent into it and sending wooden chips flying. Ben was forced to sidestep the stray pieces of wood that went flying his way.

"Ain't gonna happen, gramps!" the pink haired mage shouted. "We can't just let them trash our place and get away with it!"

"We're not talking about this any longer," Makarov replied calmly. "We'll handle job requests down here until the upstairs is repaired."

"We shouldn't be worrying about-"

"NATSU!" Makarov yelled. "That's enough out of you!"

Unexpectedly, the old man reached out his hand and slapped Lucy's rear.

Ben stared, dumbfounded. "Um... you missed..."

"W-why...?" Lucy lightly whimpered, covering her rear.

"Hands to yourself, master!" Mirajane admonished.

Makarov pulled back his hand and laughed sheepishly. He then jumped off the crate he was sitting on and ran across the room.

"Where are you going?" Natsu demanded.

"Oh, keep your dress on." Makarov retorted. "I gotta take a leak."

Natsu's ire deemed a bit as he lowered his gaze to the floor. "I don't understand why he's being like this."

"Listen," Mirajane spoke up, "this is just as hard on him as it is for you. He's mad, but conflict between guilds is strictly prohibited."

"But that's not fair!" yelled Natsu. "Those Phantom creeps started this!"

"I know, but that doesn't matter." The white-haired beauty responded.

"If the master's decision is to not retaliate, then we must respect it," Erza stated, albeit with a hint of reluctance in her voice.

Ben looked around and, aside from Natsu, could see the downcast expressions on everyone. He didn't like it one bit. The teen hero wished there was something he could do to raise their morale. All of a sudden, his face lit up as an idea came to mind.

The jacket-clad teen turned to Mirajane. "If you want, I can repair the guild hall for us." He offered.

"Huh?" Mirajane gapped lightly. "You can do that?"

The rest of the team and the guild who overheard Ben's offer all turned to him bemused and slightly amazed. A few of the guild members muttered comments, some which questioned Ben's sanity. Though their skepticism was granted; how could one person fix an entire guild hall?

"Yeah," Ben elaborated, "I have a transformation that can repair the damage in no time at all."

"Really?" Erza cocked a brow, folding her arms over her chest. She was unconvinced.

The Omnitrix hero only nodded.

"Well," Mirajane's tone seemed to perk up a bit. "If you can do it, then please do. I'm sure everyone would appreciate it."

A few minutes later, Ben and the rest of the guild made it out of the basement to stand outside the ruined building. They gave Ben a little room as per his request. The otherworldly member stood in front of the main doors, looking over the damage that had been inflicted.

' _This is pretty intense…but nothing I can't handle.'_

He tapped the Omnitrix dial, scrolling through his alien playlist. When he spotted the form he wanted, he tapped it and slammed down the core. In a flash of green, in Ben's place stood a large, copper-colored robot with long, thick arms, stubby legs, and a clock winder on its head. The Omnitrix disk was positioned on a green hole in its chest, which showed gear-like mechanisms inside.

" **Clockwork"** he shouted in a German accent.

The Fairy Tail mages all stared in shocked confusion. What was this form, and what could it do? Natsu looked blankly for a moment until he finally remembered.

"Hey!" he smiled. "I remember that guy! You're gonna use your time powers to fix the guild, huh?"

Clockwork glanced back at the Dragon Slayer and nodded, or the closest thing he could to a nod since he had no neck.

"Time powers?" Erza furrowed her brows. "I find that unlikely."

Clockwork heard the redhead's comment and smirked.

"This is gonna be a big job, but I can handle it no problem." The copper robot declared confidently.

Clockwork held out both arms and fired beams of emerald light at the guild hall. The entire building was bathed in green light. Concentrating on his abilities, Clockwork began to reverse time around the guild hall.

Suddenly, the iron columns sticking out from the building began to vanish. The damage done to the wooden structure started disappearing as well. The mages all watched in awe as the guild hall was being fixed before their very eyes.

Another ten seconds passed before Clockwork ceased firing his time beam. As the emerald light faded, in its wake was a fully repaired Fairy Tail guild hall. Some wizards gasped in shock while others like Erza stared in amazement. The guild's spirits quickly lifted into joy from the sight of the repaired building.

Clockwork fell to his hands and knees, panting heavily. In another green flash, Clockwork reverted back to Ben. He was sweating a little bit as he breathed deeply. The rest of his team came to him with concern; Natsu leaned down by his side.

"You okay, dude?" Natsu asked.

"Y-Yeah," Ben panted. "It's just…using Clockwork's power like that…tires me out quite a bit." He took in another breath as he continued, "I'll be fine."

Natsu offered Ben a hand, which he accepted and returned to his feet. Erza gazed at the fully repaired building as the rest of the guild flooded in with raised spirits, thanking Ben on their way in.

"Good work, Ben." Erza complimented. "That was very kind of you."

She then grabbed Ben's head and lightly slammed it into her armored chest. It was her way of showing gratitude or apologizing to her friends, in this case, both. When she let go, Ben stood up a bit, with his face flushed.

"Uh…no biggie," Ben grinned nervously.

"Yes, it is," Erza argued bluntly. "Forgive me. I'm sorry that I doubted you, it won't happen again. If you want, you may punish me."

Ben's paled slightly. He chuckled lightly as he held up his hands in a placating gesture. "No, that's unnecessary. Apology accepted."

"Smart move," the others commented.

…

After nightfall had arrived, Lucy was walking down a street that ran across a canal that went through the city. She was pulling her suitcases behind her. Her faithful companion Plue was in front of her. The blonde mage was thinking about the damage done to the guild by the Phantom Lords, even though it had been repaired by Ben.

"Well, that was certainly something, wasn't it, Plue?" Lucy asked.

"Huh," the little spirit uttered.

"I didn't know that Phantom Lord and Fairy Tail had such a rivalry between them." She continued.

"Uh-huh," Plue remarked, starting to dance around her with a large smile on his face.

"Honestly," Lucy admitted, "I thought about joining Phantom in case I couldn't get into Fairy Tail. They have a reputation that's on par with Fairy Tail's, after all" the blonde-haired teen then smiled. "But I love our guild, and I don't regret my decision at all!"

"Fairy Tail's kinda like my family," Lucy confessed as she opened the door.

As soon as she entered, her eyes bulged open. Sitting at her dinner table eating a large, cooked fish was Erza, Gray, and Ben. Erza was at the front while Gray and Ben were on opposite sides of the table. Natsu and Happy were on the floor, the latter was eating a fish of his own.

Ben had taken off his green jacket and hung it up on a coat rack in the corner of the room. Erza wore a white shirt with a blue skirt. Gray sported a pair of black pants and a white buttoned up shirt. Natsu was in his regular attire.

"Very nice place you have here." Erza admired.

"YOU CAME IN WITHOUT ASKING FIRST!" the blonde then threw her at suitcase at Natsu, which Ben winced at. "WHY ARE YOU HERE?!"

"Since the guild has been attacked," Erza answered calmly, holding up a cup of tea, "we can assume that there are still Phantom Lord members in town."

"They probably figured out where everyone in Fairy Tail lives by now," Gray added.

Lucy flinched. "Where we live?!"

"Mira said it would be safer if we grouped together." Gray clarified. "You know… strength in numbers."

"I guess you're right." Lucy agreed.

"That's why everyone in Fairy Tail is having a slumber party tonight." Happy exclaimed.

"You are a very attractive teenage girl, after all," Erza explained. "I wasn't entirely comfortable with you being here alone with Ben, Natsu, and Gray. I felt like I could only relax if I stayed here as well."

Ben looked at Titania and crossed his arms over his chest with a frown. "You do remember that _you_ convinced me to come here, right? I was fine with guarding the guild hall."

"It's not time to relax!" Natsu inputted angrily.

"So it was already decided that these three would stay with me?" Lucy inquired.

"Only Natsu and Gray," Erza corrected. "As Ben mentioned I convinced him to come along. After all, we are a team and must stick together."

"But why'd they have to come to _my_ place?" demanded Lucy.

"Whoa!" Happy started going through a basket of laundry. "You sure have a lot of dirty clothes."

"Hey!" Lucy shouted. "You better get out of my stuff or you're dead meat!"

As Happy went through Lucy's laundry, Plue had picked up a pink lollipop off the ground and started licking it. This quickly caught Natsu's attention.

"Hey Plue," Natsu yelled, "Did you find something to eat? Oh come on, don't be hogging it all!"

"Ahh…" Plue said, still licking at the candy.

"Ooh, look Erza! I found some frilly panties you might like." Happy offered mischievously, holding up a pink pair of small panties.

Erza took them and examined them with wide eyes and a bit of sweat dripped down her face. "I can't believe you would actually wear something like this, Lucy." She chimed.

Plue eventually found a box full of sweets, which he and Natsu began to devour happily.

"I'm gonna catch some shuteye," Gray laid down on Lucy's bed, "so could you please keep it down?"

"That's not even your bed, Gray, and where are your clothes?" Ben leaned back in his chair by the table. The ice mage panicked when he realized he was in nothing but his boxers.

"You guys are taking this _'make yourselves at home'_ deal a little too far." Lucy moaned.

"We have a serious problem here." Erza glanced back, looking at the three teenage boys. "You boys' hygiene. I refuse to sleep in a room that reeks of sweat."

"But I took a shower this morning." Ben protested. He then sniffed his armpit. "And I don't smell bad!"

"I don't wanna take a bath right now," Natsu added.

"But I already got into bed," Gray whined.

Erza brought the three together. Natsu and Gray on the outside while Ben was awkwardly caught in the middle. She stood behind them with her hands on Natsu and Gray's outer shoulders.

"Come on, boys," Erza urged. "Do we have to take a bath together like we did when we were kids?"

Ben's eyes widened at this. _'Say what?!'_ he shouted inwardly.

Erza then looked at Ben coyly. "As for you, Ben, you may join us if you would like."

"I'll pass!" Ben shouted, feeling very flustered.

"What kind of relationship do you guys have?!" Lucy shrieked, equally as stunned as Ben.

"Erza's ultimate team!" Happy commented.

"More like strangest team!" the blonde countered.

…

At least an hour later, Lucy and Erza had finished with their baths. Ben, Gray, and Natsu were still a bit reluctant to go. The former couldn't help but blush when Erza came out with just a pink towel covering her form, light reflecting off her wet body. Thankfully, in Ben's case, she didn't see him blush, but what really caught his eye was when she re-quipped into a pink set of pajamas with purple crosses all over it.

' _That's gotta save time in the morning.'_ Ben mused.

Later, Natsu was sleeping with his head down on the table while Ben and Lucy sat around him. Gray, meanwhile, was sitting at Lucy's desk while Erza took a seat at Lucy's bed in front of the table. Excluding Natsu, the group was discussing an obvious topic, Phantom Lord.

"Do you have any idea why Phantom attacked us out of the blue?" Lucy asked.

"I'm afraid not," Erza replied. "We have had our fair share of scuffles with them in the past, but never on anything of this sort of scale before."

"If Gramps wasn't so scared we could wipe out those punks once and for all," Natsu mumbled.

Ben looked back at the Dragon Slayer and cocked a brow. "Since when were you awake?"

"Come on Natsu, you know Master Makarov isn't afraid of them." Gray scolded lightly. "You seem to be forgetting that he's one of the Ten Wizard Saints."

"I didn't give you permission to read that!" Lucy shouted at Gray, who was holding a stack of paper in his hand. She quickly snatched it from him and held it close to her.

"You can't just snatch it out of my hand without at least telling me what happens next," Gray complained.

"Yes, I can," Lucy stated. "I promised Levy she would be the first to read it, so you're just gonna have to wait."

Unexpectedly, Erza held out a hand, expecting for Lucy to give it to her. "You're not getting it either!"

Ben chuckled lightly at the scene. "Okay, there's something I've been meaning to ask. What are these Ten Wizard Saints?"

"It's an honor bestowed from the Magical Council," answered Erza. "It's an extremely coveted title shared by the ten most powerful wizards on the continent."

"That sounds cool," Ben commented. "The ten strongest wizards, huh?"

"Wha…really?" Lucy stammered.

"Phantom Lord's guild master, Jose, is one of them too." Happy added.

' _That's true.'_ Erza thought, her mind drifting. _'And so is_ he _.'_

Natsu slammed his palm onto the table, nearly breaking it. "He is afraid! He's scared that Phantom has too many members for us to handle!"

"Could you please use your inside voice?" Lucy suggested weakly.

"That's not true and you know it." Gray rebuked sternly. "It's just like what master and Mira said before. The consequences of us going to war with Phantom are nowhere near worth the fight. The order of the magical world is at stake here."

"But I don't understand. Are they really that strong?" the Celestial mage inquired.

Natsu grinned confidently. "They ain't got nothing on us. We can take those clowns."

Erza stood up from the bed. "No. If we were to engage them in battle…neither guild would survive. Their strength equals ours." She continued. "Phantom's Master Jose is also one of the Ten Wizard Saints, which means he's on par with Makarov. They also have an elite group of wizards similar to our S-Class, known as the Element 4. But the strongest out of all of them is Black Steel Gajeel, the Iron Dragon Slayer, who I believe was responsible for the destruction done to the guild hall."

"W-wait," Ben said, "he's a Dragon Slayer too? So, Natsu's not the only one?"

"Yeah, I thought he was," Lucy added. "So, if he's the Iron Dragon Slayer, does that mean he eats iron? I wonder how that tastes."

"Speaking from experience, I'd say it's kind of like a tangy slab of steak... at least for me, it was," Ben replied, recalling his times as Eatle when he ate something made of metal.

Lucy turned to him with a blank look.

"What?" he asked.

"That was meant to be rhetorical." She deadpanned.

…

The main hall of the Phantom Lord guild was a dark, large stone-walled room with tables aligned everywhere. The torches mounted on the walls were the only source of light in the main hall. Sitting alone at a table was a young muscular man with long, black hair that was spiked up. He wore a shabby, black, sleeveless tunic with silver studded edges, a pair of beige pants, and studded black boots. On his right shoulder was a black wing-like ornament jutting upwards.

This was Gajeel Redfox, the Iron Dragon Slayer; otherwise, known as Black Steel.

The table he was sitting at was covered in a variety of iron materials such as pots and pans. Gajeel was chowing down, not on regular food, but rather from the actual metal items sprawled across the table.

"Hey Gajeel, I heard you made a mess out of the Fairy Tail guild hall." A Phantom mage then smirked. "I also heard that one of their mages completely repaired it. Man, sure sucks for you. I mean, after all that work and to have it all undone." He laughed.

Gajeel ceased his eating and growled. He swiftly turned to face the mage. Shockingly, Gajeel's arm transformed into a grey iron pillar and extended out, slamming into the man's face and sending him careening back. The other Phantom Lord wizards who witnessed the scene all laughed at the man's misfortune.

"How many times do I have to tell ya?" Gajeel growled as his arm reverted back to normal. "I don't like to be bothered while I'm eating! And besides," he stopped as he stood up on his table, glaring at all his guildmates, "whether their precious guild hall was repaired or not, those Fairy Tail clowns have got nothing on us. We're way more powerful than they could ever hope to be."

His guildmates all shouted in agreement.

"The die has been cast." A voice proclaimed.

Everyone looked up to see a tall figure standing by the railing of the second floor, his form shrouded by the darkness. It was the guild master. "I compliment your excellent work Gajeel, despite the fact Fairy Tail's newest member undid it."

"After that little stunt, I realized that we weren't hard enough on them." Gajeel jeered. "So, I decided to leave them a little something extra. A present. One that's sure to get the panties of that guild in a knot."

"Very good, my boy," Jose praised. "Be sure to not bring any harm to _you-know-who_ , if you please?"

Gajeel only grinned wickedly.

...

The next day, the Ultimate Team was preparing to head toward the restored guild hall, until they spotted a disturbance in Southgate Park. They approached a large crowd, composed of a big sum of their guildmates and town citizens, which was gathered at a large tree in the center of the park.

They were concerned, everyone looked horrified. When they spotted the commotion Ben and the other gasped in horror. Hanging from the trunk of the huge tree was Levy, Droy, and Jet. All three of them looked seriously beaten up. Iron clamps were keeping them pinned to the tree trunk, and painted on the tree was the Phantom Lord guild mark.

"LEVY!" Lucy cried.

Natsu clenched his fists, his eyes burning with fury. Ben was feeling a similar sense of anger as he glared at the Phantom Lord mark on the tree. He gritted his teeth, trying to keep his emotions in check.

However, Ben couldn't say the same for Natsu, not that he could blame him. The teen hero didn't know these Phantom Lord guys but they had hurt his guildmates, placed them on a tree like trophies for everyone to see!

' _I don't care if I know Phantom or not. They've gone too far!'_ Ben clenched his fists.

The crowd grew silent and cleared a path for Master Makarov. Instead of his usual attire, he was wearing a pair of black pants and a white coat with the Ten Wizard Saint symbol on the back; though he still held his familiar cane in his hand.

"I can take our headquarters being reduced to rubble," hissed Makarov, "but I will not allow harm to come to my children without TAKING REVENGE!" His grip tightened until it promptly crushed his cane's shaft.

Suddenly, golden light began to shine from beneath the old man. Ben took a cautious step back. He had never seen Makarov like this, and he could feel a scary amount of power radiating off of him.

With an enraged scowl on his face, Makarov yelled, "We have no choice but to go to war!"

…

Oak Town, located in the northeastern sector of Fiore, was home to the Phantom Lord guild. The guild hall itself was a large, stone castle-like building that towered above all the other structures in the town. The Phantom Lord members were all lounging around, drinking beer, talking, and laughing.

The biggest conversation topic today was Gajeel defeating three Fairy Tail members singlehandedly and hanging them up on a tree in a city park for everyone to see.

Three wizards were sauntering toward the main doors with smug smirks on their faces.

"We should go pick off a few Fairies ourselves." One suggested.

As they approached the exit, the front doors were suddenly blasted off of their hinges by a flaming inferno, sending the three wizards careening back. The Phantoms quickly turned their gaze to the main doors, and as the smoke cleared, standing in the doorway was a pissed off Natsu Dragneel.

Standing behind him was Ben, Erza, Gray, and the rest of the Fairy Tail guild. Lucy was absent, offering to stay behind and watch over Team Shadow Gear back at the Magnolia Hospital.

"Fairy Tail has come calling!" Makarov declared.

A group of Phantom Lords immediately jumped at Natsu, letting out battle cries. The Fire Dragon Slayer shot out a wall of fire, blasting back the group, their bodies charred and smoking.

"Alright! Who wants to play with fire?" Natsu roared.

Ben stepped forward and swiftly activated the Omnitrix and selected an alien. "And who wants to play with…" He slammed down the core. After an emerald flash, the Phantom Lord guild was taken back to see a seven-foot-tall plant-man with a flame pattern design now standing by Natsu.

" **Swampfire!"** Ben yelled, finishing his last statement. "It's Hero Time!"

The Phantom Lord mages quickly got over their shock and charged head-on at Fairy Tail. Natsu and Swampfire charged head first at the large pack of enemy wizards, both lighting up their fists with flames and punching the lights out of their opponents.

Meanwhile, Macao held out his hand, and chanted, **"Fish Net!"** Without warning, several bluish-purple tendrils of energy manifested out from a purple magic circle on his hand and wrapped up several Phantom Mages, suspending them in the air.

Macao turned to Wakaba behind him. "Now Wakaba!"

The green shirt man smirked. "On it! Here comes, **Smoke Punch!"** Suddenly, multiple pink magic fists fired out from Wakaba's pipe and punched the Phantom mages trapped in Macao's net.

As the various members of Fairy Tail and Phantom Lord battled, Swampfire was in the middle. A random member had used a bench as a springboard to leap at Ben; however, the Omnitrix bearer saw this coming. He cocked back his green fist and delivered a wicked haymaker into the guy's face, sending him flying back across the room.

A couple more charged Swampfire from the side, but he easily summoned fireballs in his hands and fired blazing streams of flame at the duo. He received similar results like from the last guy, they were sent careening back – only this time, these guys were charred.

Swampfire inwardly smirked. These Phantom creeps had nothing on him, and from the way, the battle was shaping out, on his guildmates either. However, before Swampfire could continue his onslaught, he was quickly surrounded by a group of a dozen Phantom mages.

The Methanosian looked around him, a scowl etched on his black face. "Come on you bunch of pansies!" Swampfire challenged. "Attack me if you got the guts!"

"Get that freak!" a Phantom wizard shouted.

Half of the group in front of Ben leaped at Ben, magic circles forming in their hands. Swampfire didn't know what magic they possessed, which meant he wasn't going to take a chance. He held out his arms and discharged two powerful streams of fire. The six mages were quickly blasted back unconscious.

Despite the power that Swampfire was demonstrating, the other half of the group engaged him. One was lifting up an ax to strike him, but Ben dodged the swipe and backhanded the guy to the ground. Suddenly, a mage had managed to sneak up behind Swampfire and stabbed his magic sword straight through his abdomen.

The man behind Ben sneered. "Not so tough now, are you Fairy Tail fly?"

Swampfire smirked. He pulled forward until the sword was removed. The man gasped in shock as the hole in his enemy's torso instantly healed with a sickening suction sound.

"W-w-what the…?" he stammered.

"I'm not a fly." Swampfire lunged at the mage in a blink of an eye and sent an uppercut into his jaw. The wizard went flying backward until he crashed into another group of Phantom mages. "I'm a superhero, dude. Remember it."

In the midst of the fighting, Makarov stood nonchalantly with his arms crossed and his eyes shut. A large mass of Phantom wizards, who surrounded him, all charged at once. Makarov opened up his eyes, bright golden light shining out of them. All of a sudden, the ground began to shake as Makarov's body increased to a height of sixty feet, the same height as Humungousaur fully grown.

He slammed his palm on the stone floor, trapping a few mages underneath. They all stared up in fear and awe.

"He's…a monster!" a Phantom mage said fearfully.

"AND YOU WOULD DARE HURT THIS MONSTER'S CHILDREN!" Makarov bellowed; golden light illuminating off his body. "WERE YOU REALLY FOOLISH ENOUGH TO BELIEVE THE COUNCIL'S LAWS WOULD PROTECT YOU FROM MY RAGE?!"

The Phantom Lord members all paused, expressions of shock and awe plastered on their faces. They were amazed by the power shown in Master Makarov and the members of Fairy Tail.

"He's pretty strong." One remarked.

"Yeah, and his members are strong too." Another added.

"I didn't know Fairy Tail was like this."

As Fairy Tail continued their onslaught on Phantom Lord, the super-grown Master Makarov glanced around. "JOSE, SHOW YOURSELF!"

Erza, who was in her normal Heart Kreuz outfit, slashing two swords away at her opponents, Re-Quipped into her Flame Empress Armor. This armor was primarily dark red but also sported orange and black parts, with the first ones being shaped like flames and the second resembling the limbs of a Dragon. Her bright scarlet hair was tied into a pair of high, long pigtails. In her right hand was a long red, flaming sword.

Erza cried out as she leaped into the air, slashing her flaming sword at a group of Phantom mages. The attack sent them sprawling back charred and beaten.

"TELL ME!" she yelled. "Where can I find Gajeel and the Element 4!?"

Meanwhile, a man with black spiky hair stood atop one of the many timber rafters on the ceiling. Gajeel smirked at the scene taking place. He had to admit, he was impressed by how much power Fairy Tail was showing, beating up his guildmates like nothing. His eye was especially caught by Master Makarov, Erza, and Swampfire. He didn't know Ben's true identity, only that he was apparently responsible for repairing the damage done to the Fairy Tail guild hall somehow.

"Ah, the legend herself, Titania Erza," Gajeel remarked. "I guess Laxus and Mystogan are too scared to play or do they not care? Either way, Master Jose knew exactly how this was going to go down." He grinned. "Looks like their really good fighters…for a bunch of scumbags,"

As the battle waged on below, Natsu was consuming the fire that Phantom mages shot at him, which stunned them. The pink haired young man burped as a hungry grin spread on his face. "Oh yeah, now I got a fire in my belly!"

"No way! He ate fire!" a Phantom mage cried.

"You don't think he's one of _those_?" another asked in fear.

Natsu slammed his fists together, a reddish-orange circle appearing in front of them. **"** I'm gonna blow you away! **Fire Dragon Roar!"** He put both hands over his mouth like a trumpeter, a huge torrent of flames bursting out. The fire sent the group flying back with burns.

Gray, who wasn't wearing a shirt, stood in the center of a big pack of Phantom mages. The mages all charged at the raven-haired teen, but Gray remained calm. He put his fist on top of his palm and held them out.

" **Ice Make: Lance!"**

Without warning, a barrage of icy lances shot out from a magic circle in front of Gray. The lances sent the wizards sprawling back uncontrollably.

Erza had Re-Quipped into her Black Wing Armor. It was black with silver trimming with silver crosses in several places, consisting of a silver-edged breastplate and plates flanking her hips that reached down to her waist-guard, and two wings that had black metal "arms" acting as the wings' leading structure. Her hair was tied into a long ponytail.

As she flew through the air, she slashed her silver blade at her enemies and threw them around like nothing.

Eventually, Natsu and Gray were back-to-back, the former's hands covered in flames while the latter shrouded in icy mist.

"You're not doing so bad for being a snowman." Natsu quipped.

"I could say the same for you too, pyro," Gray replied.

Across the room, Swampfire was beginning to become overwhelmed. He had taken care of the first few waves of Phantom Lord mages without a hitch. But now, it seemed most of the remaining mages were turning their sights on Ben. He guessed they were either trying to overwhelm him with numbers or were just stupid…maybe both.

A Phantom mage held up a rod and fired a bolt of lightning at Swampfire. The lightning went straight through Ben's torso, scorching the green parts around it. He grunted in slight pain as he fell to a knee. A wave of weakness overcame him as his body worked to regenerate the injury.

"He's weakened! Take him down!" the wizard who'd shot Ben ordered.

"Yeah, he can't take all of us at once!" another shouted.

Taking their golden opportunity, a squad of at least two dozen Phantoms all jumped at Swampfire simultaneously. Ben lifted his flame-patterned head up and could only watch as the group dog-piled on top of him. While the large clique piled on top of the Omnitrix bearer, ten other wizards surrounded the pile. Some were holding magic swords and axes while others were summoning magic circles.

"He's not so tough after all." A mage commented smugly.

Erza, who was still flying in the air in her Black Wing Armor, witnessed Ben get overwhelmed. "Ben, hang on!" she yelled, taking off toward the large pile with her sword reared back.

Before she got there, though, a familiar green light flashed through the open spaces of the pile of wizards. All of a sudden, a massive azure blast erupted from beneath the pile of wizards and sent them all flying in every direction. Erza made sure to dodge the burnt mages flying past her.

As the smoke cleared, standing there was an eight-foot-tall being that looked like a humanoid tree. Its body was comprised of dark brown, petrified wood. On its hunched back were three blue, gooey shells and his flame-patterned head was inside one of the frontward facing shells. The Omnitrix dial, which now had four prongs sticking out, was still positioned on its chest. And on its left shoulder was the Fairy Tail guild mark stamped in black.

" **Ultimate Swampfire!"** Ben yelled in a deep, nasally voice.

The Phantom mages who hadn't been blasted away all stood frozen, shaking and muttering incoherently. Erza's own eyes widened from seeing this new form. She could sense a lot more power radiating from this Ultimate Swampfire than the original.

"What the hell is that thing?!" One shouted.

"What kind of Take-Over wizard is this guy?"

"He…he must be very powerful." A guy stuttered timidly.

"WHO CARES!" a brave Phantom wizard shouted. "GET HIM!"

The ten men charged at Ben; however, Ultimate Swampfire stood still uncaringly. As the mages got within range, he held out both hands and discharged a powerful blast of blue fire at them. They cried out in pain from the flames as they were blasted back with burns across their bodies.

Ultimate Swampfire pulled off some blue, gooey balls form his forearm and tossed them at the feet of another Phantom band. Upon hitting the floor, they ignited into blue fireballs and sent them careening back. The teen hero ran forward, tossing countless 'grenades' at his enemies, which quickly subdued them.

Across the area of unconscious, semi-burned Phantom guild members, the blue fire was scattered all over and eating away at the air. Erza descended from the air and landed by Ben, looking his new form up and down.

"Quite an impressive form," Erza commented.

Ultimate Swampfire turned to her. "Thanks," He then noticed Titania's attire. If he were human, he'd be blushing quite a bit. It didn't leave much to the imagination, but he was also confused. How could something like _that_ protect her? "Uh…nice armor…if that's what you call it."

"This is my Black Wing Armor." Erza elaborated. "It grants me flight and better offensive capabilities against my enemies."

The duo refocused on their surroundings as another pack of Phantoms was forming a tight circle around them. Ben and Erza were now back-to-back, the former summoning cobalt fire in his wooden-like hands.

"Well," Ultimate Swampfire said, "care to give me a demonstration for how effective it is? There's plenty of target dummies around."

Erza smirked. "With pleasure!"

The Phantom Lords yelled as they all jumped at the duo. Erza Scarlet flew into the air and delivered a powerful swipe from her silver blade, sending her attackers careening back. Ultimate Swampfire extended his arms and discharged an intense blast of blue flames. His opponents cried out in pain from the hot fire as they flew back and crashed in random places across the trashed guild hall.

Erza landed by Ultimate Swampfire's left side, smiling. "How's that?" she teased.

The hyper-evolved Methanosian only smirked.

The duo ran over to their other guild members, stepping over unconscious Phantom Lord members on the way. Some of the Fairy Tail mages, like Natsu, were taken back when they saw Ultimate Swampfire.

"Whoa," Natsu breathed, "nice form, Ben. This guy feels just as hot as me."

"Thanks," Ben's expression then grew serious. "But we still got plenty of these Phantom creeps left."

It was true. They had successfully subdued a large fraction of Phantom Lord, but there was still plenty left standing. Though they were now wary of Fairy Tail's might, they still surrounded them and were ready to engage. The Fairy Tail guild stood together and prepared to continue their fight.

"We got 'em right where we want them though," Wakaba said.

"Erza," the redhead looked up the stairs that led to the second floor to see Makarov. He had reverted back to his normal size, but that didn't make him defenseless at all. "I'll leave the rabble to you and the others."

"Yes sir," she acknowledged.

Makarov walked leisurely but with a menacing aura casting off him. "Jose must be on the top floor," he growled. "When I find him, there will be hell to pay."

Erza watched as Makarov disappeared from view. "Please be careful." She prayed.

Ultimate Swampfire heard what she said and turned to her. "Will he be alright on his own?"

She turned to Ben. "Jose is strong, but I'm sure Makarov will be fine."

Ben glanced back up the stairs. He knew that Makarov, despite his size, was a very strong person. Nevertheless, he was getting an uneasy feeling at the moment.

' _I don't know why,'_ Ben felt uneasy _, 'but something just doesn't feel right.'_

Makarov walked up to a wall, and without having to touch it, the stone was blasted away. On the rafters above, Gajeel sneered as Makarov proceeded into the giant hole in the wall.

"Now that their little boss man is out of the way," Gajeel said, "it's time I throw myself into the mix."

The Iron Dragon Slayer then jumped off the wooden girders, descending to the floor below. A hungry, sadistic grin spread across his face.

**Notes for the Chapter:**

> Can Gajeel eat any metal or just iron? Asking for a friend.


	10. Phantom Lord II

**Ultimate Fairy**

**Chapter 10: The Phantom Lord**

**Part II**

…

Ben Tennyson was no stranger to battles. He had been in many throughout the years of his hero tenure; however, he had to concede, he's never been in a fight like this one before. Things were still leaning toward Fairy Tail's favor, but Ben still had a nagging feeling in his gut that told him something was wrong. Nevertheless, like the rest of his friends, he continued the onslaught against Phantom.

Ultimate Swampfire pulled off a blue, gooey shell from his back and tossed it at the feet of a Phantom clique in front of him. The shell instantly ignited in a cobalt inferno, blasting the mages off their feet and sending their bodies flying back.

"Yeah!" Natsu exclaimed; his fist covered in flames. "These guys got nothing on us!"

Suddenly, a crash got everyone's attention. The guild members from both sides ceased fighting and looked up at the large Phantom Lord sign in the room. Standing on the top was a young man with black spiked hair, a black and silver vest, and had iron studs all over his body.

A few members mumbled in fear from the presence of the man whilst Erza's eyes narrowed from recognition.

Gray looked at Natsu and glared. "You were saying?"

"It's the Iron Dragon Slayer," Erza muttered, "Black Steel Gajeel."

"That's the Iron Dragon Slayer?" Ultimate Swampfire took a moment to study Gajeel's appearance "Huh... he looks close to what I pictured."

Suddenly, Nab, a tan-skinned man wearing a black vest and a necklace of skulls, jumped into view behind Gajeel. "You attacked Levy! AGGHH!"

Before Nab could punch him though, Gajeel transformed his right arm into a large, iron pillar and swiftly slammed it into Nab's torso. Gajeel's iron-club arm kept stretching out until it smashed across the floor, forming a trench and knocking back his own guildmate in the process.

"Okay... that's new," Ultimate Swampfire noted. He never recalled turning into an alien or facing an opponent who could do a move like _that_.

"What the?!" Gray yelled in shock. "He just knocked back his own guildmates with that attack!"

Black Steel Gajeel jumped from the billboard and landed safely on his feet. He chuckled as his iron-club arm reverted back to normal. "Show me what you got. Unless you scum are too scared to face the great Iron Dragon Slayer." He taunted.

This comment immediately enraged Elfman. "Too scared!" He lunged straight at Gajeel, his arm, which was transformed into some sort of beast-like appendage, was cocked back. "Real men have no fear!"

An amethyst magic circle appeared in front of Elfman as his beast arm shifted into a bulky, stone-covered one. His stone fist connected with Gajeel's shoulder but had no effect on the black-haired wizard.

"You're Elfman, right?" Gajeel shifted his other arm into an iron pillar and thrust it towards the white-haired man.

Elfman was quick to dodge the attack. As Gajeel's arm returned to normal, he kicked his leg out, which instantly changed into an iron-club and extended forward at the white-haired Take-Over mage. Amazingly, Elfman caught the pillar with his still armored hand.

"Ah, not bad, big guy," praised Gajeel.

"Well, that's because I'm a _real_ man," Elfman stated.

"Yeah," Gajeel smirked, "well then, let's see how a _real_ man handles this!"

Without warning, a few lumps grew from Gajeel's leg. They quickly stretched out into miniature pillars and smacked into random Phantom members nearby who were spectating.

' _Huh?!'_ Ultimate Swampfire cocked a nonexistent brow. _'This guy would purposely attack his own comrades? No loyalty amongst low lives, I guess.'_

"You attacked your own men?!" Elfman shouted, distracted by the Phantom members being knocked back by Gajeel's manifested pillars.

"Because I knew it would distract yah!" Gajeel explained. His right arm shifted into a club and slammed into Elfman's face, driving him back.

Natsu jumped into view and used Elfman as a springboard to launch himself at Gajeel. He dodged another iron-club that Black Steel attempted to strike him with. The fire mage lite up his hands with flame and delivered a wicked right hook into Gajeel's face. The blow sent the iron mage flying back and crashing through the bar area.

"Whoa," a scared Phantom mage said, "he sent him flying!"

"No one's ever done that before." Another added uneasily.

With a small groan, Gajeel steadily picked himself out from the wreckage of the ruined bar countertop, glaring at the pinked haired mage who had punched him.

"Allow me to introduce myself," Natsu said with his fists still shrouded in fire. "I'm Fairy Tail's Dragon Slayer."

A wicked grin grew across Gajeel's face.

"Elfman, leave this guy to me," Natsu demanded.

"Aw come on!" Elfman complained. "First you used me as a springboard and now you're stealing my man-to-man fight?"

Gajeel jumped forward and shouted, **"Iron Dragon Club!"**

The onyx haired mage's arm shifted into a large, steel colored pillar and extended toward Natsu. Natsu managed to catch the club but was still driven back a few meters.

"Natsu!" Erza yelled. She took a step forward, worried and ready to jump in if necessary.

However, Natsu came to a stop as his feet found a grip on the stone floor. The fire mage's fingers were now smoking as his hold on Gajeel's clubbed arm tightened.

"You tried to destroy our guild hall and then you attacked Levy's team." Natsu snarled. He lifted up his head and glared at his opponent. His hands ignited in flames as his fury increased. "I'm gonna make you pay!"

Natsu tossed Gajeel upward. The iron mage, however, used one of the rafters as a springboard to launch himself back at Natsu. But the Fire Dragon Slayer expected this as he reared back and connected his flaming fist with Gajeel's face, sending him crashing into a wall.

"Oh boy," Ultimate Swampfire commented, "he's fired up now."

"Yeah, I'd hate to be that other guy," Macao added.

Elfman huffed.

"He's quite a wizard," Erza said proudly.

"Alright fine," Elfman conceded. "You're manlier than I thought. I'll let you have this one, but you gotta promise me you'll leave some for me!"

"Too bad," Natsu placed a hand on his right bicep. "I'm gonna beat him to a pulp!"

Their attention was grabbed again from the sounds of shifting rocks. They turned to the pile of rubble by the wall that Gajeel had crashed into. A fist broke out and stone fragments were moved aside as Gajeel stood back up. He appeared to be unscathed.

"Nice try," the iron mage mocked, "but I'm still standing."

"You won't be for much longer though." Natsu retorted.

Gajeel's grinned widely. "Oh yeah!"

Suddenly, Gajeel rushed forward at blinding speeds. Natsu was unprepared for his opponent's iron-clubbed leg slamming into him. The pink haired mage was thrown back across the floor, forming a crevasse and throwing up rocks and dirt.

"That hurt," Gray remarked.

"This is pretty crazy," Loke noted.

"Oh, what's the matter?" Gajeel prodded. "You can dish it out but you can't take it?"

Instantly, stones and cracked wooden boards went flying from the trench as the fire blazed upward. Natsu jumped out and stood in front of the other Dragon Slayer. A hungry smile was spread across his face.

"It's gonna take more than that to keep me down!" proclaimed Natsu.

The black-haired mage grinned. "You seriously think you can beat me, ya pyro!?" A pale green magic circle appeared around his right fist.

"What do ya mean 'think'? I know I can!" Natsu countered as a fiery-colored magic circle appeared around his fist as well.

' _Things are about to get intense...'_ Ultimate Swampfire thought. He glanced up to the roof with a suspicious look. _'...I'm getting that feeling again. Something just doesn't feel right here...'_

"We'll see about that!" Gajeel yelled. He shifted his arm into a metal club and shot it toward Natsu.

The Fire Dragon Slayer easily caught it with his flaming hands, only being driven back a couple of meters.

"Your steel beams can't even touch me." The metal pillar between Natsu's hand began to liquefy as his anger rose. "You better start stepping up your game!"

"The rumors are true," Gajeel said. "You're way more powerful than yah look."

The iron mage pulled back his club arm as it shifted back to normal, a bit of smoke billowing off of his skin. "Ha! That actually burns a little." he jeered. "Is that all ya got, Salamander?"

"That was only my warm-up." Natsu scowled. "I'm just getting started. You ain't seen nothing yet, yah metal freak!"

For a moment, the two Dragon Slayers stared down at each other. Fairy Tail and Phantom had all ceased fighting as they watched the fight. The tension in the room was palpable.

Suddenly, the stone floor beneath both Dragon Slayers erupted as they lunged at one another. Natsu threw a right jab and then a left hook, but Gajeel blocked each attack and then punched Natsu in the face, specifically his left eye.

Natsu went sliding back, he growled in pain from the hit to his eye. "Man this guy is tough." He muttered.

Gajeel leaped high and aimed himself to deliver a powerful kick into Natsu. Salamander though cocked back his flaming fist and punched the sole of Gajeel's boots. He went flying upward, but a couple of spikes popped out from the heels of his boots, allowing him to stand upside down from a wooden rafter.

Natsu crouched low and jumped at Gajeel, intending to strike him again. Gajeel was ready as he shifted his arm into an iron-club to block the blow; however, the force behind it sent the iron mage careening upward as he crashed through a couple of rafters.

"How do you like that, huh?!" Natsu yelled.

Gajeel grabbed onto a support beam and pierced the rafter with his spiked heels as he did before. "Don't get too cocky! It won't happen again!"

The two continued to glare at each other, the anger between them was profound. The attention of both guilds had been captured by Natsu and Gajeel's fight. Even Ben found himself engrossed in watching the brawl, though if things did get too intense, he was ready to step in.

Gajeel made the first move as he transformed his arm into an iron-pillar and stretched it toward Natsu. The fire mage was quick to dodge out of the way, letting Gajeel's club destroy the girder he was previously standing on. Natsu lit his feet on fire and blasted himself straight at the iron mage, his fist cocked back.

" **Fire Dragon Iron Fist!"** he yelled.

Gajeel was too slow to jump out of the way, but he held up his iron-clubbed arm and used it to block the punch. However, the firepower and strength behind it sent him hurdling downwards. A few Phantom mages jumped out of the way as Gajeel slammed into the floor, creating a shallow crater.

Natsu descended from the rafters and landed on his feet near the crater edge. A hazy dust cloud was billowing over the hole.

Natsu smirked brightly. "Had enough yet!"

There was no response. Natsu, along with the others watching, were beginning to think Gajeel was down for the count. But suddenly, a huge iron-club shot out from the dust cloud and slammed into Natsu's gut with a lot of force. The blow sent the Salamander smacking hard into a wall, burying him under a big pile of rocky rubble.

"Natsu!" Erza cried.

Gajeel stepped out of the small crater, his arm reverting back to normal. A grin of smugness was adorning his lips.

"Anyone else wanna give me a try?" Gajeel challenged.

Shaking his head from his worries, the Omnitrix bearer stepped into action. Ultimate Swampfire rushed forward and stopped a few meters away from the onyx-haired wizard.

"I'll take up your challenge!" Ultimate Swampfire announced.

He held up both hands and fired an intense blast of azure fire.

"You might not like it though..."

Some of the Fairy Tail and Phantom Lord mages had to step back and cover their eyes due to the intensity of the flames. The hyper-evolved Methanosian kept up his attack for a couple more moments before he ceased and lowered his arms. The aftermath of the blast was a scorched trench in the stone floors with black smoke hazing off of it.

As the smoke cleared, Ultimate Swampfire and the rest of Fairy Tail were surprised to see Gajeel still standing! He had been forced back a few meters and both of his arms were shifted into thick, iron-clubs, crossed out in front of him. However, smoke was hazing off his body and there appeared to be red hotspots on his arms as well.

Gajeel scowled, reverting his arms to normal. The iron mage noticed the burn marks left on his forearms and pretended he didn't feel much of any pain. In reality, though, they BURNED!

"Huh... gotta admit that actually hurt a bit." He lied. "So... I'm guessing you're the new guy who undid the makeover I did for your guild hall, right?"

"Yeah... the iron pillars weren't really our style." Ultimate Swampfire snarked. "We prefer a more open concept, ya know."

Gajeel scowled in response. "Open concept, huh? How about I open _you_ up then! **Iron Dragon Club**!"

Ultimate Swampfire was too slow to react as Gajeel's iron-club slammed into his wooden torso; however, instead of being blown back, he held on and pushed against the pillar. After sliding back a few meters, the hyper-evolved Methanosian was able to stop the club. Gajeel gritted his teeth in frustration as he put more strength into overpowering Ben, but Ultimate Swampfire was still holding the pillar back.

' _Okay, …looks like fire isn't going to help much here. What else could I try...'_ Ben recalled a moment from last night's conversation in Lucy's apartment.

"Okay...uh...Gajeel, was it? I'll give you one last chance to give up while you're still ahead." Ultimate Swampfire offered, still pushing against the iron-club.

The Iron Dragon Slayer's cocky grin grew bigger. "Bring it! I'm not afraid of you, freak!"

"You should be."

With extra effort, Ultimate Swampfire twisted the iron-club and threw Gajeel onto his side. While he was down, he slapped the Omnitrix dial. The Phantom guild Hall was shrouded in emerald light, forcing everyone to turn away.

When the light died away, standing in Ultimate Swampfire's place was an eight-foot-tall, dark blue humanoid robotic, beetle-like creature. It had dark bluish-purplish armor, a long fin-shaped horn on the top of his head connected to a shorter horn at the back, and a large silver mouth that spreads over part of his chest. It also possessed a belt and wristbands as well as green oval-shaped eyes.

" **Eatle!"** He shouted.

The Fairy Tail and Phantom Lord wizards were taken back from this unseen transformation. A few Phantoms began to mutter in awe and fear.

"Wow! What kind of mage is this guy?" a random Phantom asked.

"He can change in-between Take-Overs? That's crazy!" Another exclaimed.

The Fairy Queen stared at Ben quizzically, wondering what this form was capable of.

"Whoa, what can that thing do?" Gray asked the question that was on everyone's mind.

Gajeel picked himself up from the floor, glaring at Eatle as his arm shrunk back to its normal size. "So, you changed into something uglier. Big deal! Doesn't mean I'm not gonna beat you senseless!"

With that said, Gajeel rushed forward and leaped in the air, changing his right arm into a pillar once again and shooting it at Eatle. The beetle-like alien was quick to sidestep the attack, letting it strike the ground instead. He then grabbed Gajeel's iron-club, opened his large mouth, and took a big bite out of it!

The wizards of Fairy Tail and Phantom Lord were all shocked and dumbfounded by this. Did Ben seriously take a bite out of Gajeel's arm?

"Whoa! He just bit off a piece of Gajeel!" a Phantom mage shouted.

"No way." another commented.

"AWW!" Gajeel cried out. His arm quickly shrunk and changed back to normal; thankfully, there wasn't any big chunk of his arm missing.

He looked back and glowered at Eatle. "Hey!"

The iron mage paused as Eatle began to chew away at the hunk of iron he bit off of Gajeel's club-arm and then swallowed it.

"The hell!? I'm the only one who eats iron around here! That's my move!" Gajeel shouted indignantly.

"Oh yeah," The fin on top of the beetle alien's head illuminated green. "Well, this is _my_ move."

Gajeel was taken by surprise as a green energy beam blasted out of Eatle's fin and slammed into his chest. The Iron Dragon Slayer went careening back until he smashed straight through the wall, tumbling somewhere outside.

"I think that wraps this up," Eatle remarked.

A groan caught Ben's attention. He looked to the side to see Natsu standing out of the stone debris, rubbing his torso area.

"You okay?" asked Eatle.

Natsu curtly nodded. "Fine,"

Before anything else could be said, the building began to shake violently.

"Everything's shaking," Wakaba noted.

"I guess they're going at it," Loke said.

Eatle paused and looked up. In a flash of green, he transformed back to Ben. "That doesn't sound good."

"This is what happens when Master Makarov's angry," Cana remarked.

"It's called the Giant's Wrath," Macao explained.

"Nobody will be able to stop him now," Nab said confidently.

A few Phantom Lord wizards began to whimper in fear.

"He's going to make the guild hall collapse!" a Phantom mage cried.

"When the master gets angry, the master's even manlier," Elfman commented.

Erza, who had re-quipped back into her Heart Kreuz armor, held up her magic sword and slashed it across the air. "Prepare to fight! We cannot lose as long as Master Makarov is with us!" She declared.

All of a sudden, everyone's attention was grabbed as something fell from the ceiling and crashed into the floor.

"What was that?" someone asked.

"It fell from the rafters."

When the dust cleared, everyone, including Ben, gasped in shocked horror. Lying in a small crater in the floor was Makarov. His skin had turned into a sickly green as well as his eyes and hair only a lighter shade.

"It's Gramps!" Natsu shouted.

"Master!" Erza yelled in worry.

Ben, Gray, Natsu, Erza, and Cana immediately came to Makarov's side. Erza picked him up in a cradling position.

"M-m-my m-magic power…it's…" Makarov stuttered, struggling to form a sentence.

"Master," Erza said softly, "calm down."

"What happened to him?" Cana asked.

"I don't know," Gray said. "But I don't sense any magical energy coming from him at all."

"That's bad," Ben turned to Gray, "right?"

"Gray," Elfman said in disbelief, "are you saying he's just an ordinary old man now?"

"No, that can't be!" Happy exclaimed, ready to break out in tears.

"Come on Gramps," Natsu encouraged, "you can pull through this."

While the Fairy Tail mages were focused on Makarov, Gajeel stumbled back into the building through the gaping hole in the wall. He winced from the burn mark left on his chest via Eatle's beam. In addition to the burns on his arms from Ultimate Swampfire's attacks, Gajeel was definitely not pleased.

As the rest of the guild was distracted, he leaped up into the rafters. He stuck his spiked heels into the wooden beam so he could stand upside down with his arms crossed.

"Hmph," he mumbled, "guess the fun's over and just when things were starting to get good."

Black Steel looked around for Eatle and didn't find him anywhere. Instead, huddled around Fairy Tail's fallen master, he spotted a brunet teen wearing a green jacket. _'Is that him? Doesn't look like much. Still though,'_ he glanced at his recent burn marks, _'he packs a serious punch. Makes me wonder what else he's capable of. Maybe he'll give me a real fight sometime soon.'_

"I don't understand." Gray gapped. "Gramps is so powerful, how did they beat him?"

Ben turned his gaze from Makarov to the ceiling. He could see a straight shot all the way to what he presumed was the top floor, where whoever did this to Makarov would presumably still be.

"Only one way to find out," Ben stated.

However, any chance of invading the upstairs was completely crushed as the other Phantom Lords begin to rally.

"Their master's been defeated!" a Phantom shouted.

"For real?"

"He's out!"

"You guys," one said, "We can beat 'em."

"Yeah, we can take these flies!" another added.

Erza, with a tear in her eye, turned to the Phantom mages. She had heard them speaking and knew that with the master out, their spirits would be revived. _'This is not good.'_ She thought.

"LET'S GET 'EM!" One cried out.

The now recovered Phantom Lord wizards all charged and attacked Fairy Tail. Natsu quickly lit up his fists with fire and punched a Phantom mage who tried to jump him.

"Don't you start getting cocky!" the Dragon Slayer exclaimed.

Being taken surprise by Phantom's attack, Ben quickly activated the Omnitrix, selected an alien without looking, and slapped down the dial. After a flash of emerald, standing in Ben's place was his Necrofriggian form.

" **Big Chill,"** he announced in an eerie whisper.

A clique of Phantoms lunged at Big Chill. The Necrofriggian simply went intangible, letting them pass through him. He opened up his wings and hovered in the air. Big Chill inhaled deeply and exhaled a sheet of ice over the pack of mages, freezing them like ice sculptures.

"Please, just chill out, will you..."

Big Chill looked around. Phantom was beginning to gain the advantage due to Fairy Tail's fractured spirits. Though Ben could handle himself just fine against these Phantom creeps, he knew that now that the master was down, they had lost their advantage. Continuing the fight would only cause more injuries and ultimately led to defeat.

Erza realized the same thing as Ben as she surveyed the battle. _'I can't do this. Without the master, we aren't strong enough and our morale is dangerously low.'_

"We must retreat!" Erza commanded. "Everyone, back to the guild at once!"

Natsu tossed away a Phantom wizard and stared at Erza incredulously. He wasn't the only one. Gray, Loke, and Elfman looked at her with shocked expressions.

"Erza?" Loke stuttered.

"No way!" Gray protested. "We can't give up!"

"Real men never retreat!" Elfman added.

"I still got some fight in me," Macao muttered. He was banged up and had Cana under his shoulder to support him.

"Me too," Cana concurred.

"Guys," Big Chill flew down toward them. "I never like retreating, but we've lost the upper hand; besides, Makarov needs help now!"

"Ben's right. Now retreat!" Erza shouted. "That's an order."

Meanwhile, along the rafters of the Phantom guild Hall, Gajeel watched as Fairy Tail fled out of the building. While still hanging upside down, he sneered as Fairy Tail began to fall back.

"There they go." He noted. "I knew it wouldn't be long before those gutless cowards gave up and started running for their lives."

"They're retreating with sorrow in their hearts." A man, standing on the rafter above Gajeel, declared.

He was a tall, tan-skinned man with a rectangular face. His eyes were covered by a blindfold. He wore a long, green coat, yellow shirt, and a pair of loose pants. On his head was a green top hat that matched his jacket. This was Aria, the strongest member of the Element 4.

Gajeel flipped back up to stand on the girder next to Aria. "Aria, I can see you're creepier than ever." He commented. "I gotta commend you for taking down that Fairy Tail geezer."

"I just followed Master Jose's orders." Then, a waterfall-sized amount of tears began to pour out from beneath his blindfold. "But…thank you!" Aria sobbed.

"Why are you always crying? Geez, cut it out!" Gajeel shouted in annoyance. A malevolent grin then grew on his lips. "So, what happened to that Lucy girl?"

From below, Natsu's keen hearing had picked up what Gajeel had said. He immediately turned to look up at him.

"She's been captured," Aria replied. "The poor wretch is being held in a gloomy cell at headquarters."

"So much for giving her a warm welcome, huh?" Gajeel joked smugly.

"No way," Natsu whispered, stunned over this new information.

"Is there something wrong?" Happy asked in concern.

Natsu didn't respond as he glared up at the Iron Dragon Slayer. "GAJEEL!"

The Iron Dragon Slayer looked down at Natsu and smirked. "We'll finish this someday, Salamander."

Aria extended his right arm behind Gajeel, and then both wizards vanished into thin air.

"Those jerks kidnapped Lucy." Natsu murmured, his anger boiling high.

Happy screamed in response.

"Everybody out!" Erza yelled as flocks of Fairy Tail mages ran past her, bolting for the main gate. "Let's go!"

"No way! I'm not falling back yet." Gray asserted stubbornly. "They're gonna pay for what they did."

Erza came forward and gently lowered Gray's hand. "Please," she begged.

Gray's eyes widened in shock; he certainly wasn't expecting _this_ from the toughest woman in Fairy Tail. She put her face into his chest, tears streaming down her face.

"We need him." She continued, her voice quivering in-between her usual commando tone and sobbing. "We can't win without the master."

Without a word, Gray gave in. Erza lifted her tear-filled face from his chest as both mages sprinted for the door.

Fairy Tail ran out the main doors as they retreated. Big Chill, who was flying at the rear, looked back to see a swarm of Phantoms still chasing after his friends. The Necrofriggian turned to face them, inhaled deeply, and let lose a powerful blast of cold breath. A giant wall of ice formed on the floor between him and Phantom Lord, blocking any attempts by them to continue their chase.

"That outta hold 'em."

Ben was just about to follow the others until he noticed that a certain Dragon Slayer and flying cat were still in the Phantom Lord guild hall.

' _What are they still doing here?'_ Ben wondered.

Big Chill quickly went intangible, preventing the Phantom Lord mages from seeing him. Not that he needed to since the rest of wizards were so focused on breaking through his ice wall. Big Chill became tangible once more as he descended in front of Natsu and Happy, folding his wings over his body.

"Ben?" Natsu cocked a brow. "What are you still doing here?"

"I could say the same for you." Big Chill retorted.

"Natsu says Phantom's kidnapped Lucy!" Happy exclaimed. "He overheard Gajeel talking to one of his guildmates."

The Necrofriggian's eyes widened. Why would they go after Lucy? She had stayed back to care for Team Shadow Gear in the Magnolia Hospital. Wait... was all this a setup?

"Did that iron-faced creep say where she was being held?" Big Chill asked.

"All that guy said was that she's being held in a cell at their headquarters," Natsu replied.

"Any clue where that is? I thought this building was their headquarters."

"Not sure," Natsu turned to the group of Phantom wizards lying unconscious on the floor. "But I bet one of those losers might know."

Big Chill walked over to the nearest knocked out Phantom Lord member, grabbing him by the shirt and casually lifting him off the ground.

The man then woke up and realized who was lifting him. "No!" he screamed, "Not you guys!"

Big Chill glowered coldly at the man. " We need to have a chat."

"Please! Don't hurt me!"

…

A mile outside the Phantom Lord guild hall, Big Chill, Natsu, and Happy were standing in rocky terrain with their captured Phantom mage in tow. The former had gone intangible and was able to get the group out without being noticed; much to their shock.

"So, what are we gonna do now?" Happy inquired.

"We're gonna get this guy to talk so we can rescue Lucy. Duh!" Natsu replied.

The man struggled against the Necrofriggian's grip, but his attempts were futile. The alien was simply too strong for a human to overpower.

"Why don't you make this easy on yourself and start talking." Big Chill's cold voice caused a shiver to travel up the man's spine.

"I... I don't know! How would I?!" he choked out. "I don't know this Lucy."

Natsu ignited his own body on fire and stomped towards their hostage with a menacing scowl. The man cowered and flinched from the intense heat he was giving off. The bitter coldness Big Chill gave off in combination only made matters worse.

"Start talking!" Natsu snarled.

"I already told yah, dude, I don't know nothing!" He replied hysterically. "I've never heard of this Lucy chick! If I did, I would've told yah by now!"

"That so?" Big Chill narrowed his eyes. He brought up left clawed-hand and brought it closer to the man's chest. "You already saw me go intangible earlier. Did you know I can also freeze things while intangible too?"

"Huh...?" the man uttered, confused.

"I'll put it in laymen terms. I can phase my hand through your chest and instantly freeze you from the inside-out. Turning you into a human popsicle." Big Chill hovered his hand closer the mage; the man's shirt froze and shattered into pieces while a big blue freezer-burn expanded on his chest.

The man cried out from the bitter pain. Natsu and Happy winced from the scene.

"Even if you don't know Lucy, I believe you know more than you let on. Make things easier for us and tell us everything you know. Otherwise...well... I'll get the information by other _unpleasant_ means."

 _'Please don't make me have to use Pesky Dust in front of these guys...'_ Ben inwardly begged.

The man painfully screamed as the cold sunk deeper into his body. "Okay, okay! Our headquarters are up ahead!" the man shouted hastily "If I had to guess, I would say she would be locked up there!"

"You should've said that to begin with!" Natsu yelled indignantly.

Satisfied with his response, Big Chill tossed the man to the ground. He curled up in a ball next to a boulder and turned away, reduced to a shivering mess.

"Is he gonna be okay?" Happy glanced at the semi-frozen wizard. "I know he's from Phantom, but still..."

"He'll be fine." Big Chill replied, his eerie voice still unnerving for the Dragon Slayer and flying cat. "I made sure the cold wasn't severe enough to be life-threatening."

The Necrofriggian turned back to the duo. "Alright, let's start heading up the hill."

"You don't have to come, man," Natsu suggested. "Happy and I can save Lucy. You should head back with the others and make sure they're okay."

"I'm sure they'll be fine. Besides," Big Chill sighed, "I want to come along. I feel responsible for Lucy getting kidnapped."

"Huh? But why?" Happy asked, confused.

"When I saw Team Shadow Gear this morning, like all of you, I was angry and wanted to make Phantom pay." Big Chill admitted. "But I see now I shouldn't have come along. Lucy was left to watch over Levy, Jet, and Droy all by herself, making her an easy target for Phantom to ambush."

Natsu and Happy's eyes widened, realizing Ben was right. In the heat of the moment, they didn't leave behind any other members to defend their friends and Magnolia in case Phantom tried something shady. They let their emotions get the better of them.

Big Chill clenched his fists, frustrated. "Had I stayed behind; I could've kept her from getting captured. So, I'm coming along."

"Well... I ain't gonna stop yah." Natsu replied, turning up to the hill. "Let's go get Lucy back!"

"Aye, sir!" Happy agreed.

Big Chill nodded. "Hero Time, again."

…

Situated at the top of the rocky hill was the headquarters of the Phantom Lord guild. Lying in a melancholy, stonewalled prison cell was Lucy, her hands bound behind her back. Lucy's brown eyes finally began to flutter open.

As soon as she regained full consciousness, she instantly sat up with wide eyes and blinked a few times. The Celestial mage was shocked and bewildered as she tried to figure out where she was.

"What the?" she remarked. "How did I get here?"

Suddenly, a figure appeared outside the cell, looking in through a small iron-barred window with only the lower half of his face visible.

"So you're finally awake." The man said. "I was getting worried about you, Lucy."

Lucy turned to the door, and asked, "Who are you?"

The metal door opened and revealed a tall, slim man with long, straight black hair that reached his shoulders. His lips were dark colored while his face was long and sharp. His attire consisted of a purple jester-like coat with a high collar, two dark blue prominent wings similar to a bat's on his back, a plain white shirt, and a purple witch-like hat bearing Phantom Lord's symbol.

He looked at Lucy with narrowed dark eyes and a malign smile. "I am Master Jose Porla," he answered, "of the Phantom Lord guild."

"You're with Phantom?!" Lucy shouted angrily.

The blonde mage then recalled what had happened earlier. She remembered getting trapped in a sphere of water, courtesy of Juvia the rain woman, a member of the Element 4, and passing out inside of it.

"I would like to apologize for this dingy cell," Jose said, stepping into the cell, "being tied up must be degrading. But I'm afraid I had no choice my dear. That is how you treat a prisoner after all."

"You're the jerks who attacked my friend Levy and her team!" Lucy yelled, ignoring Jose's prattle. "You better let me go. My friends are gonna come looking for me."

Jose turned away, rubbing his chin in fake thought. "Depending on your willingness to cooperate, I'm fully prepared to treat you as a distinguished guest rather than a lowly prisoner."

"What do you mean by that?" asked Lucy. All of a sudden, when she noticed a pink centipede crawling on her leg, she shrieked in a girlish manner. "Awww! YUCK! A bug crawled on me!"

Jose smiled smugly. "See? You don't wanna stay here, do you? I have a fully decorated suite ready for you if you promise to behave."

"Why does your guild keep attacking us?" Lucy demanded, not listening to what Jose's offer.

"Who is 'us'? Oh! I'm sorry are you talking about Fairy Tail?" Jose inquired in a mocking tone. He smiled sinisterly, showing off his pearly white teeth. "It was a means to an end, and that's all."

Lucy continued to stare at Jose determinedly. "What?"

"You see, we were working on our main objective of acquiring a certain someone." The Phantom master explained. "They happened to be a member of Fairy Tail so if we have to destroy the guild to get a hold of them, so be it."

"Who are you talking about?"

"Well my, my you're such a naïve young lady," Jose remarked, "not at all what I would expect from a debutante."

Lucy lightly gasped while her eyes widened considerably.

"I'm talking about you of course." He continued. "Lady Lucy, the daughter of the wealthy Heartfilia family."

The Celestial wizard regained her composure and looked back at the Phantom Lord guild master, but not with the same fire in her eyes as before. "But…how did you find out about that?"

"You know, I'm surprised you never told your fellow guild members the truth," Jose admitted. "And I don't understand why the daughter of a wealthy tycoon would stoop to such dangerous work as wizard-ing for such a low-class guild. Do you?"

"I've…been kidnapped?" She implied.

"No my dear, I promise it's not like that." He replied. "We're not looking for ransom money; we're just doing our job. We were hired by your father to bring you home to him."

In response, Lucy gasped in shock as her face paled a bit. "No," she quivered, her head hanging low. After a moment, she found her voice, and said to no one in particular, "I don't understand. Why would he want me back?"

"Why do you seem so confused? Any father would go looking for the daughter who ran away from home." Jose replied.

The blonde mage's eyes were closed as she clenched her teeth together, trying to keep herself from crying. "No…not him. Honestly, I'm shocked he even noticed I was gone." She then snapped her head back up to Jose, her eyes burning with fury. "I'm not ever going back to that house! I don't want anything to do with him!"

"Oh dear, I should've known you would be problematic." The master of Phantom Lord commented, his creepy smile never wavering.

"Well then, you might as well let me go," Lucy stated.

"I'm sorry but I can't do that." He responded.

"Please, I need to go to the bathroom." A sweat drop falling from her brows.

"Give me a break. You don't think I would fall for the oldest trick in the book, do you?" Jose muttered.

To make it seem real, Lucy began to squirm around. "No, please." She begged. "I'm dying here."

Jose grinned. "Fine then," He then brought forth a bucket out of thin air and laid it in front of her. "Go ahead."

"A bucket!" the Celestial wizard cried incredulously.

Jose chuckled in amusement. "I'm ready for any trick you may throw my way."

Lucy sighed, and then stood up and wiggled behind the bucket. "Guess it'll have to do." She conceded.

"You're gonna do it!?" Jose shouted, dumbfounded. His left eye began to twitch as he ground his teeth together in disgust. "Well…I have never met such a vulgar young lady!" He turned away. "I'll turn away because I'm a gentleman."

Lucy smirked in victory. She then kicked Jose right between the legs with as much force as she could unleash. As a result, Jose cried out in pain and collapsed to the floor, his legs clenched together as he writhed in agony.

"You know," Lucy retorted, "there's a reason old tricks are still around because they work!"

Lucy then got up, glanced back and winked. "Bye! Take care, 'kay?"

Lucy bolted for the nearest exit, which happened to be a large opening that led outside. However, she quickly stopped when she saw the opening was actually a window that appeared to be over ten stories off the ground. She let out a collective gasp of fear, the cool wind blowing against her body.

Jose grunted as he steadily stood back up, though he was still clutching his groin area. "Oops! I forgot to mention…this cell is several stories high." With a pained effort, Jose slowly walked toward her. "I must admit, you got a number on me, young lady."

Lucy glanced down at the ground far below. She shut her eyes as painful memories of her father returned to her.

"But you're not gonna get away with it." Jose continued, an uncanny smile reappearing on his black lips. "You will be punished. I'll show you just how terrifying Phantom Lord can be."

Lucy's face turned into rock-hard determination. With a deep inhale, Lucy did the unthinkable. She let herself fall backward and fall over the edge. Jose, as a result, gasped from absolute shock.

As the blonde mage plummeted to her doom, she thought, _'I heard them in the distance. I know they're here.'_

"NATSU! BEN!" Lucy screamed, letting go of all the air in her lungs.

Suddenly, Natsu came running across the rocky terrain at full speed, his face set in determination.

"LUCY!"

With a huge amount of strength, Natsu crouched low and leaped into the air. Miraculously, Natsu caught the blonde-haired mage in his arms. The momentum from his jump sent him and Lucy crashing into an old brick wall; however, Natsu made sure to take the full impact.

"Whoa," Happy breathed, "Natsu caught her!"

"Awesome!" Ben, who had transformed back to human earlier, ran up behind Happy. "Nice save, man!"

When the dust cleared, Lucy was lying on top of Natsu; her big breasts were actually pressed up against his face. Ben sweat dropped from this scene, feeling awkward at the moment.

"Made it just in time," He mumbled through her chest.

"Yeah," she said weakly, "thank you. I knew you'd save me."

A moment later, Natsu untied the rope from Lucy's wrists. "There you go. Are you okay?" He asked; feeling very concerned for his partner.

"You did just fall several stories," Ben added, equally worried.

Lucy nodded, but with a downcast expression on her face. "I think so."

Ben looked at her closely. He didn't know what, but something wasn't right with Lucy. She seemed so desolate, and he doubted it was because she had fallen from such a height. Something had happened while she was in Phantom's clutches.

"That's good news." Happy replied. "Okay, we better head back to the guild."

"What? That's their headquarters! Let's get 'em!" Natsu protested.

"Not a smart move." Ben countered. "We don't know anything about these guys. We need to retreat with the others before any of Phantom notice us here. Besides, you saw they did to Makarov."

"Exactly! That's why I wanna get revenge!" The Dragon Slayer declared.

"But you're not strong enough to fight them all on your own!" Happy argued.

"We can't charge in headstrong like we did this morning!" Ben added strongly. "That's what led to Makarov's current condition and Lucy being kidnapped in the first place!"

"I'm sorry." Lucy whimpered weakly, clutching the end of her blue skirt. "I'm so sorry."

Ben, Natsu, and Happy quickly ceased their quarreling and turned to Lucy in confusion. Their eyes widened a bit when they noticed that she was beginning to cry.

"All of this…is my fault. But I don't wanna leave. I wanna stay with you guys." She choked out through the tears, turning to face them.

The trio looked at her in worry. "What's wrong? You're crying. Why are you upset?" Natsu asked.

"You can tell us." Happy said softly.

Lucy didn't respond as she continued to cry.

"You're one of us. You don't have to leave." Natsu added.

Ben sighed deeply. "C' mon, let's get back to the guild hall."

Natsu rubbed the back of his head sheepishly, and conceded, "Yeah okay, I guess we should."

Ben activated the Omnitrix, scrolled to the transformation he wanted, and pressed the dial down. In a flash of emerald, he was replaced with a red mantaray-alien.

" **Jetray!"** He turned his back to Lucy and spread his wings out. "Okay Lucy, we're gonna fly outta here. I need ya to hop on my back. Is that okay?"

Lucy only cried in response.

"Ahh," Happy moaned, "look what you did. You made the poor girl cry again."

"I think she would've cried regardless." Jetray retorted.

Despite her distressed state, Lucy managed to get up and lean against Jetray's smooth back. She wrapped her arms tightly around the Aerophibian's neck, burying her teary face into it.

Jetray gently took off into the sky while Happy grabbed onto the back of Natsu's shirt and flew right behind him. The Omnitrix wielder, Dragon Slayer, and flying cat flew across the sky back to Magnolia, leaving the Phantom Lord headquarters in their wake.

…

In the gloomy cell, Master Jose had fallen to his knees, holding his crotch in agony. He began to hiss in anger until suddenly his form was shrouded by menacing purplish-black magic energy.

"SHE MADE ME ANGRY! HER FATE IS SEALED!" Jose bellowed furiously, his dark magic erupting around him.

**Notes for the Chapter:**

> *Hums the theme of the nutcracker*


	11. Phantom Lord III

**Ultimate Fairy**

**Chapter 11: The Phantom Lord**

**Part III**

…

Inside the Fairy Tail guild hall, the majority of the guild was sitting at various benches and nursing the injuries sustained in the battle against Phantom Lord. The morale amongst most of the group was low, and why shouldn't it be? Makarov had been defeated and was very sick; in addition, they'd had to retreat from their fight with Phantom.

As Macao, Wakaba, and a few other mages crowded around a table in hopes of hacking up a plan for a counterattack, Ben, Natsu, Happy, Gray, Elfman and Lucy were by a wall. The latter was sitting on a barrel in dismay. The whole group had looks of thought plastered on their faces. Once Ben, Natsu, and Happy had arrived back at the guild, Lucy had told them how she was captured and why Phantom Lord had kidnapped her in the first place.

It turned out that Lucy was part of a very wealthy family; however, her father, who was her only living parent, cared little for her and she ran away because of it. But now, her dad had apparently hired Phantom Lord to bring her back to him. What Lucy and the others couldn't figure out was why.

Ben, who was leaning against the wall to the right of Lucy, glanced at the Celestial mage in concern. Since they'd rescued her from Phantom's clutches, she had been blaming herself for everything that had happened.

"Don't worry," Ben reassured. "We'll get him back for this." He was referring to Makarov.

That did little to help Lucy as her head sunk lower. "I know." She mumbled. "I'm not worried about that." She paused, appearing to be on the verge of crying again. "It's just…all my fault."

"Being targeted by powerful people is just one of the downsides of being rich," Elfman stated. He then smirked proudly. "At least you're protected by a real man like me."

Gray glowered back at him. "Hey! Would you give it a rest already!?"

"I gotta say I was pretty shocked when I heard the news." Happy confessed, standing in front of her. "Why'd you hide the truth from us, Lucy?"

"I wasn't trying to hide anything." She replied. "I mean, there's no way to bring up that I'm a runaway in casual conversation. I've been gone for nearly a year and my father hasn't cared. Now, all of a sudden, he wants to force me to come home? He's done all those horrible things just to bring me back. I hate his guts!"

Ben, along with the rest of the group, looked at the blonde mage with sympathy. The teen hero felt bad for Lucy. No father should treat their children like that.

"Still, if I hadn't run away in the first place none of this would have ever happened," Lucy stated dejectedly.

"Come on, don't be ridiculous," Elfman argued. "Your dad's the one to blame."

"Idiot!" Gray yelled.

"Uh…" the brute stuttered as he quickly corrected himself. "I mean that it's Phantom's fault!"

"No," Lucy disagreed, "I'm the one who brought trouble to the guild because of my own selfish choices. I'm so very sorry. I'm just gonna go back home and hopefully, this will all be over."

"I seriously doubt that, Lucy." Ben countered softly. "From my experience, a group like Phantom Lord isn't just gonna stop because we give in to their demands. They're gonna want payback for our retaliation."

"Ben's right, Luce," Natsu added, smiling brightly. "Besides, I can't see yah playing the part of the pretty princess lying around in your mansion."

Lucy stared at the Dragon Slayer, her breath trapped in her throat.

"Laughing with us in this filthy guild hall, going on adventures even though you freak out all the time, that's who you really are." Natsu proclaimed.

The Celestial wizard turned away, taking in everything Natsu was saying.

"You said you wanted to stay with us." He continued. "Why would you ever go back to the place you ran away from? C'mon, who are you trying to kid? You're Lucy of Fairy Tail. No more running 'cause you belong here with us."

Lucy looked back up at Natsu, her lower lip pouting out and a few tears trailing down her face. There was no question about it, she was definitely gonna cry again. Ben looked from her to Natsu and nodded, commending him on what she needed to hear. Gray, however, was rubbing the back of his head sheepishly whilst Elfman shivered in fear.

"Ah c' mon, don't cry," Gray said. "It's just not like you."

"Please!" begged Elfman. "Real men are weak against womanly tears!"

Meanwhile, Cana and Mira were by the bar, trying to get a hold of the guild's other S-Class wizards. Gildarts was off on a long quest and unavailable, leaving Laxus and Mystogan as their only options to call upon. Cana had a set of magical playing cards set up in front of her, trying to establish a connection with Mystogan; however, her attempts were to no avail.

Eventually, she threw her cards off the table in frustration. "C' mon! I'm not getting any kind of read on where Mystogan is!"

Mirajane, who was sitting at the bar, looked back. "Oh dear, you did your best." She assured gently.

"If Lucy's their real target, then they're bound to attack," Cana said. "And I would bet on it being sooner than later. Right now, we just got too many wounded to put up much of a fight."

Mira turned forward, her eyes closed in sorrow. "Master is seriously wounded and we can't locate Mystogan." She then looked up and started into lacrima ball sitting on a golden four-legged stand. "You're the only one we can turn to. Please help us, Laxus."

Suddenly, the image of a blonde man with spiky hair that was Laxus, grandson of Makarov and one of the most powerful mages in Fairy Tail, appeared in the lacrima. His expression portrayed annoyance.

"We could really use you right now." Mirajane pleaded. "Fairy Tail's in grave danger."

" _Man! Makarov is freaking pathetic!"_ Laxus laughed loudly. He then ceased his laughing and sneered. _"I don't see how this is remotely my problem. You're big girls, so deal with it yourselves!_ "

"So you're not gonna help us!?" Cana shouted incredulously.

" _Of course not!"_ Laxus replied. _"Why would I? That senile old toad started this. Why do I have to be the one to clean up his mess?"_

Mira furrowed her brows angrily, but she kept her emotions under check. "Please Laxus," she pleaded again, "Phantom Lord is trying to kidnap Lucy."

" _Who? Do I even know her? Oh, wait…the new girl? I tell ya what; if you can talk her into being my woman I'll do whatever she wants."_

"You are such a pig!" Cana yelled.

Laxus scowled. _"Are you sure you want to talk that way to a guy you're begging to help yah? Do me a favor, if that geezer manages to pull through this, tell him he's over the hill and he should hand the guild over to me!"_ the S-Class mage broke out into another fit of laughter.

Suddenly the lacrima shattered into tiny pieces, courtesy of Mirajane. The white-haired woman stood there with her fists clenched and tears racing down her face. Cana, meanwhile, looked at her in shock.

"Mira?" she whispered.

"I don't understand." Mirajane whimpered. "How can someone in Fairy Tail be so heartless and cruel?" She then turned around with determination on her face. "I can't just sit here and watch. I must join the others and fight!"

"Wait!" Cana disputed. "Don't be ridiculous!"

"I'm only useless being here at the guild hall." Mira retorted. "I wanna help!"

The card mage laid a supportive hand on her shoulder. "I understand but you'll only get in the way as you are now…even if you were once an S-Class wizard."

Mirajane glanced at Cana with tears streaming down her beautiful face. She knew that Cana was right, which only made her feel worse.

Without warning, the ground began to shake violently. Parts of the roof and wall chipped off of the guild hall and fell to the floor.

"Hey, what's going on?" Gray asked.

Ben was beginning to think that it was just an earthquake until Alzack rushed through the main doors, trepidation on his face. "OUTSIDE!"

The teen hero and the uninjured Fairy Tail mages rushed outside; however, they were immediately petrified in shock when they spotted the source of the shaking. Even Ben felt apprehensive.

Standing in Lake Sciliora was the Phantom Lord headquarters sitting on a big chunk of rock, but sprouting out from the rock were eight giant bronze colored legs! The earth trembled under each step that the giant building on legs took as it approached the shoreline in front of Fairy Tail's guild hall.

' _Okay... a giant, walking building? Guess I shouldn't be surprised by anything in this crazy magical world.'_ Ben thought.

"What is that?!" Natsu exclaimed fearfully.

"It's a guild hall with ginormous legs!" Happy said.

"Is it Phantom?" Loke stammered.

Ben quickly recognized the building as Phantom's Headquarters, the same building that Lucy had jumped out of earlier. Only this time, it was mobile!

Everyone's eyes were bulging out whilst their jaws hung low, their bodies frozen on the spot. Even Erza, who was in her Heart Kreuz armor, was shaking in fear. "I did not anticipate this. I did not think they would go to such extreme lengths to attack us!"

"I don't think anyone could've anticipated _this,_ " Ben remarked.

Finally, the Phantom Headquarters took one more giant step before it came to a halt. The building remained motionless for a short moment until a hatchway at the front lowered, allowing a long metal barrel to steadily extend out from the hatch.

Suddenly, dark blue energy became to swirl and coalesce around the end of the cannon's barrel, growing more intense by the second. Ben gasped. He may not be a weapons expert like Kevin, but he had been around powerful weapons long enough to know when one was powering up. And he knew that from the size alone, the blast from that cannon would not only destroy the guild hall but all of Magnolia as well.

Without a word, Ben rushed forward. He didn't have time to explain to his friends what he was going to do. At this point, he was running on his hero instincts.

"Ben!" Erza cried.

"Are you crazy?!" Cana shouted.

"Don't be stupid!" Macao yelled. "You can't stop that thing!"

The jacket-wearing hero ignored them as he rushed toward the cliff. He quickly activated the Omnitrix, scrolled through the list of available aliens and tapped the head icon he wanted, letting the faceplate slide back. To the shock and bafflement of the Fairy Tail wizards, Ben leaped off the cliff and plummeted to the lake below.

' _C' mon Omnitrix, don't let me down now!'_ Ben thought before slamming down the core.

All of a sudden, a bright emerald light blinded the area. What the Fairy Tail mages noticed though, was that this flash was much larger and intense than when Ben usually transformed. When the light faded, the group noticed that a dark shadow was being cast over them. As they looked up, their jaws dropped further whilst their eyes widened in astonishment and disbelief.

Standing in the lake in front of the guild was a giant bipedal humanoid that stood at a towering five-hundred-feet tall. It had a giant fin on its head that was red on top and black on the bottom. Its forearms, shoulders, feet, chest, and long fins protruding out from its elbows were all colored red while the rest of its body was white. The Omnitrix symbol was displayed proudly on its chest.

" **Way Big!"** The To'kustar boomed, his voice carrying for miles.

The wizards outside continued to look up at the giant creature in awe. A few of them were even shaking in fear. Unexpectedly, Gray fainted and fell backward.

"Holy moly!" Happy cried. "Is that Ben?!"

"I-I think so." Loke stuttered.

"Whoa! Why didn't he ever say he had a form like _that_?!" Cana shouted.

"He's…he's freaking huge!" Natsu stammered.

Erza was utterly speechless. She gazed up at the enormous humanoid standing tall in front of the guild. Her body was trembling ever so slightly as she stood frozen in shock.

Way Big glared at the eight-legged building standing at least half a mile away. Black lightning rippled across the energy ball collecting at the end of the barrel. Finally, with an earthshaking boom, a powerful bluish-black beam fired out from the cannon.

Way Big crossed his arms in front of him, forming a plus sign. Green cosmic energy began to amalgamate around the center of the plus. Without wasting a moment, the To'kustar fired a powerful emerald beam of energy. Both the cosmic and magical blast met head on above the lake water.

As a result, a giant ball of dark azure and emerald energy formed in-between the beams. Lake water below began to evaporate away due to the intense heat as the waves between the giant humanoid and building became bigger.

Way Big continued to regulate his power into the cosmic ray. The beam from Phantom's cannon was considerably strong, but Ben could tell that his cosmic beam could steadily overpower the magical blast if he amped up the power. However, if he did that, not only would he destroy Phantom Lord's headquarters and everyone in it, but possibly everything behind the mobile guild hall for miles. He didn't want to kill anyone, so he continued to regulate his cosmic power to only hold the Jupiter Cannon's blast back.

The Fairy Tail wizards watched in awe as Way Big's attack kept the enemy's beam at bay. Both sides were locked in a stalemate. A moment passed, and Phantom's beam was losing strength. Way Big felt it and put a little more energy into his cosmic ray to push back the Jupiter Cannon's beam.

Another moment later, Phantom's energy beam disappeared, letting Way Big's ray shoot through and strike the cannon's barrel. Phantom's Headquarters shook from the blast, but the arachnid-like legs underneath remarkably kept the building stable.

When the smoke and ocean vapors cleared, the cannon was scorched and cracked in various places.

Way Big, who was breathing hard in exertion, inwardly sighed in relief, grateful that his cosmic beam hadn't completely destroyed Phantom Lord's guild hall. Enemy or not, he didn't have the right to kill them.

Way Big turned around and stepped back onto the cliff and out of the lake. The Fairy Tail wizards cautiously backed away from the alien titan's feet. The To'kustar slapped the Omnitrix and, in an enormous flash of green, transformed back to Ben.

The wizards of Fairy Tail stared at the Omnitrix wielder with shocked dumbfounded expressions.

"Whoa," Macao gapped. "He actually stopped it."

"No kidding," Cana said.

"Who knew he had a form that powerful?" Alzack added.

Natsu, Erza, and Gray walked over to Ben and the former three were still astounded by what their new comrade had done.

"That...was quite a transformation," Erza muttered.

"I'll say!" Natsu exclaimed excitedly. "That was awesome!"

"Yeah… But why didn't you tell us you had something like that?!" Gray shouted.

Ben shrugged and weakly smiled. "Never really came up in a conversation."

Suddenly, before anyone else could comment, Jose's voice echoed loudly from a PA system at Phantom Headquarters.

 **"** _ **Impressive, I must say,"**_ Jose praised. If he had been shocked over seeing Way Big, he was hiding it well. _**"**_ _ **A shame a wizard of your great talents is wasting his potential in Makarov's guild."**_

Ben snorted. _'I'm starting to think maybe I should've blown a hole in his guild hall, after all.'_

 **"** _ **But it doesn't matter. Makarov has fallen. Surrender Lucy Heartfilia immediately or I'll have no choice but to kill you all."**_ Jose proclaimed conceitedly.

' _Is this dude serious?'_ Ben pondered. _'He still thinks he has the advantage over us even after seeing Way Big? Is just that arrogant, or is he got something else up his sleeve?'_

"That's not gonna happen!" Alzack yelled.

"Like any guild would hand over one of their own to a monster like you!" Bisca added.

"You hear that!?" Macao shouted. "Lucy's staying put!"

The other Fairy Tail mages spectating in the back agreed and began to rally.

" _I won't ask again!"_ Jose said, his voice seething with rage.

Lucy stood still, her head hung low in a crestfallen matter. She started to cry once more. Everything that was happening was her fault. "Maybe I should just go with them? Give myself up." She whimpered.

"We would never betray her like that!" Erza roared. "You'd have to kill us first!"

The other guild members yelled in agreement. Lucy's head perked up in shock.

"You can stop asking now cause we're not gonna give you any other answer!" Natsu shouted in fury. "We're taking every one of you jerks down!"

"If you think we'll just hand her over like that, then you're in for a serious ass kicking!" Ben yelled.

All the Fairy Tail mages began to roar in agreement. Their answer was final. They would never hand over Lucy, and they certainly weren't going out without a fight. Meanwhile, Lucy sobbed and placed a hand over her mouth. Her heart was touched by her guild sticking up for her, willing to give up their lives for her.

 **"** _ **IF THAT'S WHAT YOU WANT THEN I'LL GIVE YOU A SECOND HELPING OF JUPITER!"**_ Jose bellowed through the speakers. _**"You've got fifteen minutes to hand her over or you can consider yourselves all dead!"**_

"No way," Elfman gapped.

"What are we gonna do?" Cana asked.

"They're gonna fire at us again?" Loke stuttered.

Without warning, hordes of black phantoms flew out from the building and swarmed toward Fairy Tail.

" _ **Even if your guild's new Take-Over wizard destroys the Jupiter Cannon, I still have other means of dispatching you brats. Take my Shade Troops, for example. They'll tear you fairies apart!"**_

"Are you kidding me?!" Macao yelled. "If he fires at us he'll be killing his own men!"

"Who would do something like that?" Wakaba added.

"No, he's gonna do it," Cana remarked, which made Macao and Wakaba's jaws drop. "Those Phantom soldiers are creations of Jose's Shade Magic. They're not human so it won't matter if they're destroyed."

Ben turned to Cana, mildly surprised. "Wait! So you're saying they're ghosts?"

"Not really time to go into detail," Cana replied. "We gotta do something to take out that Jupiter Cannon."

Natsu punched his open palm and stated, "I'm gonna smash that thing to pieces! I've got fifteen minutes to wreck it, right?"

Cana nodded.

Natsu smirked, that was all he needed to know. He then broke off into a sprint. "C' mon Happy!"

"Aye sir," Happy said as he picked up Natsu and flew him towards Phantom's Headquarters.

Ben turned to Gray and Elfman. "C' mon guys! We're gonna storm the place too!"

"Alright!" Elfman fist-pumped.

"That's what I'm talking about!" Gray added eagerly.

"I shall lead the defense out here." Erza proclaimed.

The trio nodded and then broke off into a sprint toward Phantom's Headquarters. Ben activated the Omnitrix, selected an alien, and slammed down the dial. In a flash of green, in Ben's place was a flying red manta ray-like creature.

" **Jetray!"**

Ben flew over Gray and Elfman, grabbed them by the back of their shirts, and picked them up. Jetray soared toward the castle that was standing on legs.

Erza, meanwhile, stood tall and firm in front of the others and watched as the group flew into enemy territory.

"Be safe," She whispered.

She then turned her gaze to the hordes of ebony phantom troops that were swarming toward the guild. A pair of magical swords appeared in Erza's hands as she got into a battle stance.

"We will not let those things destroy our guild hall!" Titania shouted. "Fight for Lucy, for Master Makarov, for our guild!"

The wizards of Fairy Tail all roared in response.

The first phantom at the head of the attack, Erza slashed through it. It disappeared in a black haze. The final battle against Fairy Tail and Phantom Lord had begun!

…

Meanwhile, Natsu was slamming his fiery fists into the Jupiter Cannon barrel. He was having no success. He then noticed the cracked areas created from Way Big's weakened cosmic blast and tried punching there; even then he still couldn't break it.

Natsu growled in irritation. "Crap! I'm barely scratching the surface!"

"I guess we're just gonna have to destroy it from the inside, huh?" Happy suggested.

Natsu ceased his hitting as his face brightened in realization. He looked back at Happy and smiled. "Good idea, Happy!"

The Dragon Slayer and flying cat approached the end of the cannon and swung themselves over into the barrel.

"Alright, let's do this!" Natsu said.

"Aye," Happy agreed.

The duo ran down the dark, grooved tunnel toward the bright light at the end. When they reached the other end, they were in a massive room. In the center was a huge, glass sphere with a grayish tint. Circled around it on the walls were four smaller red, blue, yellow, and green spheres. Situated on the ceiling was a big clock with Roman numeral numbers.

The minute hand on the clock moved. _"Eleven minutes until Jupiter fires."_ A synthesized female voice said over the PA.

"They must be using that magic lacrima to collect magical energy." Happy realized.

"Yeah," Natsu said, "but why do they need one as big as that?"

"Cause Magical Focusing Cannons don't fire regular ammunition," the cat answered, "instead they fire concentrated magical power."

"I didn't get most of that." The pink haired mage confessed. "But all we have to do is destroy that thing, don't we?"

"I can't allow that." A voice replied.

The duo looked down to see a young man with his black and white hair stylized in a Japanese-styled top knot. He wore a reddish-orange coat with red fur around his collar, black pants, and black boots. Strapped to the black belt on his waist was a katana. This was Totomaru, one of the Element 4.

"Is he a guard?" Happy inquired.

"Doesn't matter!" yelled Natsu as he leaped at Totomaru, his fists covered in flames. "Anyone who gets in my way is going down!"

Totomaru remained standing still, a superior smile on his face. "I don't think so."

"I don't care what you think! Get out of my way!" the Dragon Slayer demanded.

Suddenly, Natsu was cut off guard as he was struck in the face by _his_ own fiery fist!

"Natsu!" Happy admonished. "Why'd you hit yourself?"

"I didn't! My fist just went crazy!" he replied.

He gained control of himself in midair and landed on his feet unharmed. Natsu glared back at the ninja-garbed man.

"It seems to me," Totomaru remarked, "that _you_ are getting in your own way."

The Fire Dragon Slayer continued to stare down his opponent but was brought back to reality when the clock's minute hand shifted again.

" _Ten minutes until Jupiter fires."_

"Move it, buddy!" Natsu ordered. "I gotta cannon to demolish!"

"All you have to do is shatter the giant lacrima and it won't be able to fire anymore." Happy enlightened.

"You can certainly try," Totomaru said. "But I won't let you."

Natsu's fists were shrouded by fire, his ferocity growing stronger.

"I'm running out of time! Shut up and let me do my thing!" Natsu crouched low and jumped into the air, his flaming left fist cocked back.

However, before Natsu could get to him, the Dragon Slayer punched himself again and sent himself careening to the side. Happy flew to him in concern.

"You okay?" the blue cat asked.

Natsu quickly got up and rubbed the sore side of his face. "Yeah…I did it again. What was that?"

"We don't have time!" Happy exclaimed, waving his paws around in frantic. "Forget about this guy! It's the cannon! We have to break it right now!"

Natsu seemingly ignored Happy as he continued to glare at Totomaru. "I'll show you." He let out a yell and charged at the Phantom mage.

"Hey, did you hear what I said?!" Happy shouted indignantly.

Totomaru only stood still as Natsu closed the distance between them. Suddenly, a reddish-orange magic circle appeared in front of him. As a result, the flames in Natsu's hands began to make him spin around. The spinning threw him off course and hurdling into the wall.

"I am Totomaru and I have complete control over the element of fire."

Natsu growled as he picked himself back up. "Wait, I bet you're one of those whatcha'ma call it five guys, right?"

"Geez, Natsu!" Happy reprimanded. "They're called the Element 4. How could you not even get the number part right?"

"Yes, and any form of fire is my plaything to do with as I please," Totomaru replied.

"You gotta be kidding me," Natsu muttered.

The Phantom mage held out his hands. "It doesn't matter if it is natural or magical, all fire will bend to _my_ command alone."

"Hate to break it to ya but you're not controlling mine!" countered Natsu.

Totomaru smirked. "This isn't going to go well for you my dear fire wizard."

All of a sudden, the colored lacrima balls on the walls began to illuminate brightly as magic power collected inside of them. Then, magical energy flowed out from the smaller spheres and into the much larger one in the center of the room.

Natsu gasped while Totomaru only chuckled.

"Oh no! It's starting to activate again!" Happy cried.

" _Five minutes until Jupiter fires."_ The PA system notified.

"Hurry Natsu!" the flying cat shouted. "The Jupiter Cannon is almost ready to fire again!"

"Yeah, I know," Natsu replied, cracking his fists.

"It's too late," Totomaru said. Then, another reddish-orange magic circle appeared in front of him. **"Blue Fire!"**

A blast of blue flames discharged from Totomaru's magic circle straight toward Natsu. The Dragon Slayer wasn't worried in the slightest. He opened his mouth and breathed in deeply. The azure flames from the Phantom mage's attack were sucked up into Natsu's mouth.

"Whoa! That was cold going down. I've never tasted fire like that before." The pink haired wizard noted.

"So it's you." Totomaru crossed his arms over his chest. "Fairy Tail's Dragon Slayer. This isn't going to work out well for either of us, is it?"

Natsu cocked a brow in confusion. "Huh?"

"Because we're both impervious to fire attacks," explained Totomaru.

"I haven't even hit you yet! How do you know my fire won't hurt yah?" Natsu yelled in ire.

"Go ahead and give it your best shot, but you won't be able to hit me," he stated.

In response, Natsu slammed his fists together and summoned a fiery magic circle. "We'll see about that! **Fire Dragon…"**

Totomaru immediately brought up a magic circle to defend himself. "I already told you I can control the element of fire!"

However, it was _he_ who got surprised when Natsu finished his proclamation.

"…Spit!"

Without warning, Salamander launched a stream of spit at Totomaru. The Phantom wizard groaned in annoyance as Natsu's spit raced down his face.

"Ha! Ha! Ha!" Natsu cackled mischievously. "I got you good!"

" _Two minutes until Jupiter fires."_

"Natsu, you gotta hurry! We're running out of time!" Happy shouted as he flew around Natsu frenetically.

"That was a really stupid move," Totomaru remarked angrily. "You think that this is a game?!" He summoned another magic circle. **"Orange Fire!"**

An inferno of orange colored flames blasted out from Totomaru's magic circle and headed straight for Natsu. But like before, the Dragon Slayer stood tall with a toothy smirk on his face. "You call that an attack? Well, I call it dinner!"

Again, Natsu inhaled the fire; however, unlike before, this fire tasted very gross. "UGH…nasty!" Salamander cried out as he rolled across the floor, rubbing his tongue to get the taste of that horrendous fire out of his mouth.

Totomaru, in response, laughed in amusement. "Tastes like a rag soaked in spoiled milk, doesn't it?" he taunted.

Natsu stood up and got face-to-face with Totomaru, his eyes burning with indignation. "That was a dirty trick!" he growled.

"And a face full of spit isn't?" Totomaru retorted.

" _One minute until Jupiter fires."_

Happy grabbed the side of Natsu's face and began to pull on him. "C' mon Natsu! You gotta hurry!"

"Let go!" Natsu shouted as he charged at Totomaru again. He threw a right hook and a powerful kick at his opponent, but Totomaru was quick to dodge each attack.

"So you wanna fight without using magic?" The fire-controlling mage leaped back and landed on top of a huge apparatus of cogs on that side of the room. "Well that's fine by me! My katana is ready!"

In a blur, he appeared right in front of Natsu and slashed his blade at him. The Dragon Slayer was quick to jump back and dodge the attack. Totomaru appeared in front of him again and swiped the blade at him, but Natsu leaped into the air to perform a backflip.

Totomaru was wise to this as he crouched low and jumped up at Natsu, his blade reared back for an attack. However, he was unprepared when Natsu kicked his sword out of his hand. The katana went flying upward and struck the main lacrima ball, cracks forming around the blade as it embedded itself into the sphere.

Natsu smirked whilst Totomaru only frowned.

"You think you're so smooth. A little ding like that won't destroy a giant lacrima." Totomaru pointed out.

"Maybe not but now that you're sword-less, which means I got the upper hand!" Natsu countered. He ignited his fists with fire and charged at his enemy. He launched a right and left hook but Totomaru dodged or sidestepped each attack.

Totomaru vanished and appeared behind Natsu. "How many times do I have to tell you that won't work?" he said in annoyance, holding up his middle and index finger. As a result, Natsu punched himself in the face with his flaming fist.

Natsu growled, and then exhaled a torrent of fire at Totomaru, which shocked him. The fire-controlling mage stepped back with a few minor burns. _'How did he do that?'_ He thought. _'He expanded the range of his fire powers so that it would hit me.'_

…

Meanwhile, outside in the courtyard, the Fairy Tail wizards continued their onslaught against the phantom soldiers. They were easy to destroy; however, if they touched you for even an instant, they could weaken your life force.

Though a big number were taken out of the fight due to a phantom touching them, there was still a good fraction left standing. However, if Erza hadn't been there leading them, things would've been a lot tougher.

Erza had Re-Quipped into her Heaven's Wheel Armor. It featured silver plated armor on her chest with a large metal flower over it, a large billowing skirt that had metal plating in the upper area, and big metal wings that appeared to be made of individual blades.

Erza flew into the air and summoned multiple blades around her. "Dance, my blades!" She yelled. Suddenly, the swords began to spin around her at rapid speeds. **"Circle Sword!"**

The blades formed a disc formation and launched forward, slicing many phantoms at once as they dissipated into nothingness. Erza descended and gently landed back on the ground.

"Nice job, Erza," Macao commented, his hands covered in bluish-purple fire.

Before she could respond though, her attention was then grabbed by the priming of the Jupiter Cannon. Bluish-black energy was already beginning to coalesce around the end of the barrel.

"This isn't looking good," Loke noted.

"Why's he taking so long?!" Wakaba shouted.

' _C' mon boys,'_ Erza thought, _'you must hurry. Don't let me down.'_

…

"OH NO!" Happy cried. "We're dead meat! It's gonna fire again!"

Natsu growled, the anger within him coursing to the boiling level. He let out a yell as the fire in his hands grew bigger and more intense.

Totomaru only sneered. "Think you're gonna blast me again? Not gonna happen!" He got in a stance and summoned a magic circle. "I'll keep my distance and control your fire from here!"

Natsu yelled louder as he held up his arms in a power-up fashion. His flames were becoming hotter and more powerful, swirling above him like a hurricane.

"What the?" Totomaru remarked, his eyes furrowing from confusion. "I can't get it to move. It won't even budge."

Suddenly, the fire surrounding Natsu became so bright that Totomaru was forced to back up and look away. The Phantom mage looked on in disbelief, shocked that Natsu had somehow blocked his control.

"This is _my_ fire!" Natsu bellowed. "And I won't let you mess with it!"

The Dragon Slayer shot his gathered flames forward. Totomaru leaped to the side to avoid the tendril of flames.

He grinned. "Ha! Your attack is no good if you can't hit your target."

The fire tendril morphed into a flaming fist, which caused Totomaru's jaw to drop. "OH CRAP!"

"Whoever said you were my target?" Natsu retorted.

The fiery fist slammed into the handle of the katana stuck in the lacrima. The strength behind the blow buried it deeper. As a result, a volley of cracks manifested from the blade and grew around the lacrima ball, causing the collective energy inside to become unstable.

…

Outside, the Fairy Tail wizards' attention was grabbed as the Jupiter Cannon ignited in a bluish-black conflagration, destroying the cannon barrel in the process. Everyone began to cheer in joy from the sight of the demolished super-weapon.

"Hey!" Bisca said. "Check it out! They blew it up!"

"Yeah, they did," Alzack commented. "The Jupiter Cannon's been destroyed just in time."

Erza smiled proudly. _'Great work, boys,'_

All of a sudden, Erza gasped as a cold chill raced down her spine. She didn't know what the cause was, but she had a feeling that something bad was going to happen.

…

In the wreckage of the cannon room, smoke was hazing off the floors whilst piles of rubble laid scattered everywhere. Totomaru stood on top of a giant cog while Natsu and Happy were on the floor.

"Hey, buddy!" Natsu called out. "Someone told me something about Fire Magic that you should know. You can never control fire if your heart isn't in it."

' _I get it.'_ Happy thought. _'He had to have the time to figure out Totomaru's fire control or he wouldn't have been able to destroy the cannon. Now I kinda feel bad for rushing him like that.'_

Natsu ignited his fists in fire once more. "I've had enough of you messing with my magic. Play with my fire and you're bound to get burned! You got me?!"

Totomaru clenched his fists and scowled at the Dragon Slayer. Before he could remark, however, he lost his balance as the building shook violently. All of a sudden, Phantom's Headquarters began to break apart and reassemble. In the room with Natsu, Happy, and Totomaru, the floor was tilting at a steep angle.

"Hey now, what the heck is going on?!" Natsu shouted.

"The whole building is tilting!" Happy added.

"He's awakening it right now?!" Totomaru said incredulously. "But there's no horizontal stabilization in here!"

Natsu blinked. "Stabilia-what?"

The building shook again, throwing the trio off balance and onto the floor. Totomaru quickly stood up though and grinned wickedly at Natsu.

"You Fairy Tail-ers are through!" He proclaimed. "Phantom's Giant will slaughter you!"

…

Jetray landed onto a balcony, placing Gray and Elfman back on their feet. In a flash of green, Jetray transformed back to Ben and stood by them. They were late getting to Phantom's HQ, mainly because they were attacked by a pack of phantom troops flying around the building. They were just grateful that Natsu managed to destroy the Jupiter Cannon in time.

' _Although,'_ mused Ben, _'he was cutting it a bit too close.'_

Without warning, the entire building began to shake violently. They stumbled and tried to regain their balance. Ben grabbed hold of the balcony railing to support himself as the part of the huge castle they were on broke away and shifted into a new position.

"What's going on?" Ben asked.

"No way," Elfman breathed, "they're awakening the Giant."

"Not good," Gray added uneasily.

Ben blinked and looked at the two confusingly. "Okay, let's pretend I have no idea what this Giant is."

"It's Phantom's ultimate weapon. They're transforming their headquarters into a giant warrior." Elfman responded.

The Omnitrix bearer's eyes widened. He had to admit, that was a pretty impressive weapon. Nonetheless, he shook himself out of his musing and back to their current situation.

"As cool as that sounds," Ben confessed, "we have to find Natsu. I think the cannon room…or what's left of it anyway…is that way!"

Gray and Elfman nodded as they followed Ben through a door and down a corridor.

…

In the courtyard of the Fairy Tail guild hall, the wizards all looked up in shock and horror. If they were stupefied when Ben changed into Way Big, they were now blown away as the structure of Phantom Lord HQ shifted into an enormous, stone robot with broad spiked shoulders and a horned head. Countless numbers of phantom troops flew around the giant rocky robot in a ring formation.

This was Phantom Lord's ultimate weapon, the Super Mage Giant Phantom MK II.

"No way," Cana said weakly, "you've got to be kidding me."

"The Giant," Erza said stoically; however, deep down she was far from fearless, she was terrified over this development. "Phantom's most powerful weapon,"

Titania was wondering if this was the cause of the chill she felt earlier.

" _Kneel before me you brats!"_ Jose demanded over the PA system. _"Or you will fall victim to my wrath. Savior your last moments because I will soon end your pathetic lives,"_

Erza glared at the giant stone warrior. A moment later, the ring of phantom soldiers all changed course and turned their targets to the Fairy Tail mages. As the black ghost-like beings swarmed toward Fairy Tail, the Giant Phantom began to slowly step closer toward the guild hall.

"A Giant and ghosts," Bisca said disbelievingly. "How are we supposed to handle this?"

Erza, who was still in her Heaven's Wheel armor, held up both swords in her hands and prepared for another fight. "Just focus on these phantoms for now! We'll let Natsu, Ben, Gray, and Elfman handle the Giant!"

"Sure," Wakaba replied, "the last three can handle it. But what about Natsu's…"

"Motion sickness," Macao finished.

After that statement, everyone groaned in exasperation as their faces paled considerably.

…

In the wreckage of the cannon room, Natsu was lying on his stomach, dizzy and motion-sick. He looked ready to vomit any second. Happy was by his side, nudging him to get up.

"C' mon Natsu!" Happy yelled. "You gotta get up!"

Totomaru quickly appeared above a pile of rocks a few meters away from the duo. "What's the matter?" he joked. "You get motion sickness? Looks like you can't eat fire now, can you?"

Totomaru then held out his middle and index fingers and crossed his arms in front of him. "Well then, time for me to finish you off!" He yelled just as a rust-colored magic circle appeared in front of him.

Happy gasped in fear. "Natsu!"

"Prepare to die, Dragon Slayer!" Totomaru bellowed; however, before he could fire his attack, ice crystals began to form around his hands and arms, jutting out in every direction. "What?! NO! What's happening to me?"

"You're not a man!" Elfman stated. He then swiftly charged forward and punched Totomaru with his beast arm, which sent him straight through a hole in the roof. "You're a backward shooting snowflake!"

"That makes no sense!" Totomaru remarked as he disappeared out of sight.

Ben, who had just sprinted into the room, looked at Elfman strangely. _'Backwards shooting snowflake?'_ He thought with a raised brow.

The teen hero came to Natsu's side and offered a hand, which Natsu accepted and Ben pulled the Dragon Slayer back to his feet.

"Thanks, you guys." Natsu thanked.

"What's your deal, Natsu?" Gray inquired, crossing his arms over his chest. "That was just sad."

"If you were a real man you'd make the Giant motion-sick of you." Elfman declared.

Ben cocked an eyebrow again as he stared at the two mages. "Seriously? He just wrecked the Jupiter Cannon and you're giving him crap?"

Gray shrugged in response. "So," the ice mage said, "is this all that's left of the Jupiter Cannon?"

"Aye," Happy replied.

"Hmph, then you did good." Gray conceded.

"Yeah, great job Natsu. Although you did cut it really close, ya know." Ben commented.

Natsu smiled. "Hmm, it must've stopped moving because I feel better now."

"I'll fly outside and see what's happening." Happy offered.

…

As Erza and her fellow guildmates battled against the hordes of shades, they noticed that one of the arms of the Giant Phantom was moving in a pattern.

"Hey look," Alzack pointed out, "what's that?"

"It's…drawing something," Bisca answered.

"A magic circle!" a purple haired girl named Laki, exclaimed.

Erza, still in her Heaven Wheel's armor, was flying in the air and slashed her blades against a couple of phantoms that tried to attack her, defeating them easily. She then turned to the Giant Phantom etching a magical circle into the air. Her brown eyes widened in horror as sweat dripped down her face. She recognized that spell.

"That's Abyss Break," She muttered apprehensively, "one of the forbidden spells. From the size of that magical circle, it could wipe out the entire city."

' _If I had to guess, I would say we have ten minutes until the spell is completed.'_ Erza thought.

Suddenly, she felt a colder chill race up her spine. Erza was now beginning to inwardly debate whether she should assist the boys or not.

…

In the meantime, Happy had flown back to Ben, Natsu, Elfman, and Gray and informed them of Phantom preparing to cast Abyss Break and explained what it was. They were shocked by this, but Ben, Elfman, and Gray managed to stay calm; Natsu, however, not so much.

"What do we do?!" Natsu yelled. "We gotta stop them!"

"The first thing we need to do is to split up and start looking for this Abyss thing's power source," Ben answered. "It's the only way we'll find it in time."

"Man," Elfman exasperated, "will we ever catch a break?"

"From my experience in these kinds of situations," replied Ben, "no."

Determination formed over Natsu's face as he announced, "Come on guys! Let's do this!"

"Yeah," they said simultaneously.

…

A minute later, grey storm clouds were forming over the Giant Phantom. Thunder rumbled through the air as it began to rain. Gray climbed through a broken window to get outside, hoping that it would make it easier to find the Abyss Break's power source.

When he felt the rain hit his body, he glanced up at the sky in confusion. "That's weird." He noted. "When did it start raining?"

"Drip, drip, drop," a monotonous feminine voice called.

Gray turned around to see a young woman with a curvaceous figure, blue hair that was curled at the base, dark blue eyes, and pale skin. She wore a navy blue coat, a fur shawl, and a hat that Ben would later find similar to that of a Russian Cossack. She was holding a pink umbrella with white frilly trim at the base over her head as she walked toward Gray.

"Hello," she said, "My name is Juvia, and I am the Rain Woman of the Element 4. Drip, drip, drop."

Gray climbed out of the window and stood tall, glaring hard at the Phantom mage. "So you're one of them too, huh? Well then, bring it on."

"I must say, I'm quite impressed that your guild was able to smack down two of the Elements," Juvia confessed stoically. "However, you must not underestimate the remaining two."

"Listen, lady, if you're looking for a fight I'll give you one," Gray said in a deadly serious tone. "But let's get something straight. I'm not gonna hold back just because you're a chick."

A moment of silence passed while Gray and Juvia stared at each other. The tension could be cut with a knife. Unexpectedly, a hearty blush appeared on Juvia's pale face.

"Well then," She turned around and began to slowly walk away, "I give up. You win. Goodbye."

"HEY!" Gray shouted. His eyes were bulging out from shock and confusion. "Where are you going? Get back here and fight me!"

Juvia ignored him as she continued forward. Her hand was placed over her chest. Her breathing was becoming deeper and the blush on her face remained.

"There must be something wrong with me," Juvia said. "Why is my heart beating so fast?"

"Could you at least tell me how to stop the Giant?" Gray yelled as he ran toward her.

Juvia stopped in her tracks. Her dark blue eyes were twinkling with an emotion she had never felt before. "I can't explain why, but I have this strong urge to make him mine. I just can't help myself anymore." She held out her hand and chanted, **"Water Lock!"**

Without warning, Gray was instantly trapped inside a big ball of water. The onyx haired teen groaned in pain, an injury he had sustained in the fight with Phantom had been strained enough to remind him of its existence.

"Oh no!" Juvia cried in panic. "He's injured! I had no idea he was hurt! I don't know what to do! I guess I should probably release him."

Suddenly, Juvia was snapped out of her ranting as the ball of water she had trapped Gray in froze and then shattered into tiny, crystalline pieces. Gray landed on his feet, but he lowered himself to a knee to hold his aching side.

"He must be an ice wizard." Juvia realized. "He froze my Water Lock and broke free."

' _I've never witnessed the power of ice magic, it's beautiful!'_ Juvia thought. Then, the water mage began to have dreamy visions of her and Gray together as lovers. _'I am water and he is ice. We must be bound by fate. I can't believe I've finally found my handsome prince.'_

Gray groaned as held his injured, bandaged torso. "You almost got me with that sneak attack you pulled." He admitted. "You're playing dirty."

Juvia held her beating heart and wailed happily, a perverted thought flowing into her mind.

Gray stripped off his white buttoned shirt, much to the embarrassment, shock, and pleasure of Juvia.

' _He's taking off his clothes!'_ She cried inwardly. _"But I'm not ready for this, we just met! Wait, can't we take things slowly!?'_

Gray threw his shirt to the ground and stood defiantly. "I don't want to have to fight a girl, but I will if I have to." He stated. "So you better surrender; otherwise, I'll be forced to hurt yah!"

He put his right fist in his open left palm and held out his arms, which summoned a white magic circle in front of him. **"Ice Make: Lance!"**

A barrage of icy lances fired out from the magic circle straight toward Juvia. The rain woman, however, didn't attempt to dodge the projectiles at all; instead, they went straight through her! Instead of blood pouring out, her injured areas took the form of water and merged with the rest of her body and returned to normal.

Gray lightly gasped and stared at Juvia in bewilderment.

"My body is made entirely of water." the blue haired mage explained. "Surprise, drip, drip, drop."

His eyes widened further from shock.

"Yes," she mumbled in disappointment, "my love is also my enemy. We are on opposite sides of this war. I have no choice but to attack. It seems that this is farewell, my prince."

She held out her hand and summoned a blue magical circle. **"Water Slicer!"**

Three water whips shot out from her magic circle. But instead of striking Gray, they hit the top of a steel pillar. The top half was swiftly cut into tiny fragments, much to Gray's surprise.

"You see, given the right amount of force, water is strong enough to slice through steel." Juvia enlightened. "Underestimate its powers, and you'll find yourself in a world of pain."

In response, Gray growled in vexation, and then he chanted, **"Ice Make: Battle Axe!"**

Suddenly, a wave of ice erupted from Gray's magic circle and sliced Juvia in half. However, the water that comprised her body quickly connected back together.

"Can't you see that you're wasting your time?" Juvia said nonchalantly. "Your attacks have no effect on my body made of water. Drip, drip, drop."

Gray snarled, "Now what do I do?"

"It doesn't matter what you do, you cannot beat me," stated Juvia. "But there is one way you and your guild may be spared. All we ask is that you hand over Miss Lucy Heartfilia. Do that and I'll ask our master to call off his attack on Fairy Tail."

"Ah c' mon, don't give me that crap!" the ice mage yelled. "You and I both know we're past the point of no return. Besides, Lucy is one of us. I'd rather give my life than hand her over to you."

At that statement, Juvia dropped her umbrella. One of her eyes was now twitching. _'He'd rather give his life, give his life, give his life?! Lucy is my rival! Lucy is my rival! He loves her!'_

All of a sudden, Juvia screamed loudly as she covered her face. "Oh the pain!" she sobbed miserably. "How can fate be so cruel? My heart feels like it's been torn to bits! It hurts, oh it hurts!"

"What's wrong?" Gray asked worriedly. "You feeling sick or something?"

Juvia ceased her crying. The sadness in her eyes was now replaced by rage and heartbreak. "She's not worthy of my prince." She muttered. Then, she roared out, "Lucy Heartfilia cannot be allowed to live!"

Gray only watched with a dumbfounded expression, a sweat drop falling down his face.

Without warning, Juvia shot out a blast of water at Gray. As he skidded back a few meters, he quickly took note that the water was hot.

"It burns?" Gray questioned. He turned his hard glare at the blue-haired young woman. "What's your deal? What's your problem with Lucy?"

Juvia did not answer. She only fired another raging torrent of water at Gray. He swiftly leaped in the air to avoid the blow, but he was surprised by the speed in Juvia's attack.

"So fast," he murmured, "I don't know if my Maker-Magic can keep up."

The water torrent that Gray dodged came back and circled around Juvia before being blasted back at Gray again. The black haired mage leaped to the side; however, his shoes lost traction on the wet ground and caused him to slip toward the edge. Luckily, Gray was able to catch his balance just before he would've plummeted over.

"Whew, man that was close." He sighed in relief.

"Ever since the day I was born I've been followed by the rain," Juvia said. "It gives me strength. It makes me invincible."

She stopped and held up her arm, convening a magic circle above her. "Prepare to be scolded by my jealous rage!"

She fired a few streams of boiling water at Gray, but the ice mage skillfully jumped back to narrowly avoid the attacks.

"What are you jealous of?" He yelled in confusion.

He spread his legs to make a wide base before intonating, **"Ice Make: Shield!"**

A shield of ice instantly appeared in front of Gray, blocking Juvia's blow. However, the ice mage wasn't certain that the shield would hold up. The water in Juvia's attack was hotter than ever.

"Man, this water is boiling hot," Gray said. "I can't keep this up for long."

"Like I told you," Juvia responded angrily, "I am at my most powerful in the rain. You will never be able to defeat me."

Juvia continued shooting her hot water surge until steam shrouded Gray's form. When she heard a crash, she immediately stopped. The mist faded, Gray was gone. She sauntered toward the broken window upon which he had been previously standing.

"He used the steam as a smokescreen." She realized. "He's not just handsome, he's smart too."

A warm smile appeared on her face as she gazed into the broken glass. "I really am in love." She whispered.

Meanwhile, Gray was running down a hallway that had windows on both sides of the walls and even on the ceiling too.

"I can't waste any more time on this crazy water chick!" Gray shouted. "I gotta figure out how to stop the Giant."

All of a sudden, an inundation of hot water broke through a window on the ceiling, carrying Gray away.

"It's burning my skin!" he yelled when his head broke the water's surface for a moment.

The water gush blasted through a window in front of Juvia and threw Gray into the air.

"It's all over now!" she cried, shooting another water torrent at him.

Anger and determination crossed Gray's face as he turned around in midair, holding out his palms. "OH YEAH!" When his hands first made contact with the scalding water, it instantly began to freeze into a large rod of ice. "FREEZE UP!"

"No," Juvia said in disbelief, "it can't be!"

Suddenly, Juvia's body and the water around her immediately hardened into a large, spiked iceberg. Gray was about to smirk in victory until he noticed something. His left lower arm was trapped in the ice as well, and his hand had ended up grasping Juvia's left breast. This made him freak out.

"AHHH!" he screamed frantically. "It's not what it looks like! I didn't mean to!"

Gray pulled out his hand, which caused the ice entrapping Juvia to disappear. "SORRY!"

The young woman fell to her hands and knees. She looked up and gaze at Gray warmly. _'Even though I'm his enemy, he released me. He's such a nice guy!'_ she thought.

"Let's just start over, okay?" Gray offered, nervous sweat drops falling from his face.

Juvia stood up and replied, "Let's not. Honestly, I don't wanna hurt you so there's no point in us fighting anymore."

"Huh?" Gray said puzzlingly. "Is this your weird way of admitting that you can't beat me or something?"

"You know I'm much stronger than Lucy if you let me, I would be happy to protect you," Juvia responded.

"Protect me?" he repeated. "From what?"

As they talked, the rain around them fell harder and in more volume. "Well, I…" she stumbled, "I think you're…uh…so…"

"Is it just me or is this rain getting worse?" Gray interrupted, glancing irately at the sky.

"Oh, this is so frustrating!" Juvia shouted.

However, her ranting went ignored by Gray as he continued to comment on the rain. "Man, it won't let up. This rain is so gloomy."

Juvia instantly froze, the word 'gloomy' echoing in her mind. She fell to her hands and knees, her fists clenched tightly. Gray looked back in concern.

"Uh…is something wrong?" he asked.

"I thought he was different, but he's just like all the rest," Juvia mumbled in ire and misery.

Suddenly, she stood right back up, water shrouding her enraged form. "HOW COULD YOU BE SO CRUEL?!"She bellowed.

"What's with you?" demanded Gray.

' _I won't let my feelings be persuaded any longer!'_ the rain woman shouted inwardly.

Before Gray could react, a blast of hot water slammed into him. He was carried back a few meters before he found some footing and managed to stand against the raging water. The ice mage held out his hands, trying to freeze it again.

' _I can't freeze it. It's even hotter than before!'_ Gray thought.

"I'M THROUGH WITH LOVE!" Juvia roared. "AND I'M THROUGH WITH YOU!"

The power behind the torrent lifted Gray off his feet and sent flying back.

"I've lived my entire life as a gloomy rain woman," Juvia cried, "but Phantom Lord looked past that! They welcomed me with open arms! I am one of the Element 4, a proud Phantom Lord wizard!"

Juvia's body changed into a surge of water as she shot at Gray. The ice mage caught his footing and summoned an ice shield to block her attack.

"How could you be proud to be with them?" he demanded. "You and your guild are going down!"

With a mighty yell, Gray punched the water torrent, which made it turn to ice instantly. As Juvia descended to the ground, she noticed that the rain droplets around her had been frozen into hail.

"He even turned the rain into ice! He's amazing!" She said.

" **Ice Make: Geyser!"** Gray incanted as he slammed his fist into the floor.

All of a sudden, a giant geyser of ice sprouted out from the ground above Juvia and trapped her in midair. She screamed in pain from the freezing temperature. Seconds later, the ice shattered into tiny pieces.

As she plummeted off the roof, she thought, _'I lost. It's all over now. I'm going to fall to the ground and splatter…just like a raindrop. I suppose it's a fitting end to a rain woman. Farewell, gloomy Juvia.'_

Juvia was snapped out of her thoughts as she felt a strong hand grab her wrist. She looked up to see Gray on the edge of the roof, holding on to her tightly.

"Just hold on, okay!" He assured. "I promise I won't let you fall!"

The rain woman gazed up at Gray, deeply moved by his selfless heroism.

Gray used his strength to pull her back onto the roof. He gently laid her on her back while he kneeled in front of her.

"Why did you save me?" she asked.

"Just 'cause," he replied. "Now get some rest."

' _He saved my life.'_ she said in her mind.

Gray turned back with a smile on his face. "You good? You starting to cool down a bit?"

Juvia did not answer. She stared longingly at Gray, tears beginning to leak from her dark blue eyes. Suddenly, she had to close her eyes as a bright, warm light struck her face. As her vision adjusted, she looked up in shock.

The rain clouds that always followed her before, they were retreating. In its place were a beautiful blue sky and the yellow sun beaming brightly.

"The rain?" she gasped. "It stopped?"

"Hey look," Gray said, "the sun is coming out."

"The blue sky, I've never…seen it before." She mumbled with wide eyes.

Gray looked back with a cocked brow. "Seriously? Uh…well, there you go. It's pretty don't ya think?"

Juvia was silent for a moment as she admired the blue sky. "It is…truly beautiful." She replied in genuine honesty.

"So," Gray looked back at her with a toothy grin, "you wanna go at it?"

He was obviously referring to another fight, but Juvia thought he meant something entirely different. In response, she howled girlishly with hearts in her eyes. She then passed out, a happy smile on her pale face.

"Hey!" Gray shouted in worry. "Is something wrong? Talk to me, Juvia! You alright!?"

…

Meanwhile, down in the Fairy Tail courtyard, Erza had re-quipped into her normal Heart Kreuz armor. The number of phantom soldiers attacking the guild was growing smaller so she didn't need to summon any of her more powerful armors. As she and the others engaged the small groups of phantoms, they began to notice that the Giant was drawing the magic circle very slowly now.

' _I'm confused. That thing should've cast the spell by now.'_ Erza thought. _'Why is it taking so long?'_

"That thing still hasn't cast the spell." Wakaba voiced.

"This stress is bad for my heart," Macao commented. "We have got to put an end to this."

"Hey, doesn't it seem like the Giant is being turtle-ish right now?" asked Laki.

"Huh?" Wakaba said, looking back at her in confusion, "say what about turtles?"

"She's trying to say the Giant's moving slowly," Macao explained. He then glanced back at Laki and said, "Try thinking before you speak Laki."

"It made perfect sense to me! You guys are just dense!" She countered.

Erza slashed through the last phantom trooper in the courtyard. She walked toward the group and explained, "Natsu, Ben, and the others are in there doing their best to stop that thing, and now…we're going to lend them a hand."

The Queen of the Fairies turned her attention to another wave of phantoms swarming toward them.

"The last thing they need is these things distracting them! We must wipe them out!" She exclaimed.

"It's time to take care of business, kids!" Macao added. "Now let's do this!"

At that, the group of wizards charged forward at the next phantom wave.

…

"GRAY!" Elfman and Mirajane shouted.

Gray turned his attention away from a passed out Juvia to the duo.

"What's Mirajane doing here?" he wondered.

Unbeknown to Gray, Mirajane had transformed her body to match Lucy's and came forward to Phantom, trying to give herself up in hopes of buying more time. However, Master Jose easily saw through her disguise. For punishment, he entrapped her in-between the large fingers of the Giant, threatening to crush her.

Erza was too late to stop him, and when she attempted to rescue Mira, she was intercepted by a multitude of phantoms that drove her back to the courtyard. Thankfully, Elfman had come to the rescue. Remarkably, thanks to the mocking of Sol, a member of the Element 4 and Mirajane's crying, Elfman became so angry that he finally succeeded in a full body Take-Over.

He easily defeated Sol and was able to save Mirajane. In addition, he had regained control of himself while performing a full body Take-Over.

As the brother and sister ran up to Gray, the former said, "I see you defeated a member of the Element 4." He paused when he noticed the look on Juvia's face. "Why does she have that creepy grin on her face?"

Gray thought about it for a moment. Though he was dense when it came to romance, he'd overheard most of what Juvia had articulated during their battle. The ice mage knew that this rain woman had somehow developed an attraction toward him. However, there was no way in hell that Gray was going to let anyone know that.

He shrugged and replied, "I don't know. Must be having a good dream or something,"

"There's only one left," Mirajane said, snapping them both back to the situation. "If we can stop them, I think that'll stop the Abyss Break."

"Mira just figured it out," Elfman explained. "The energy of the Element 4 is powering the Giant."

"We can do this, right guys?" Mira said.

They both nodded in agreement.

"So," Gray rubbed his chin in contemplation, "we defeated three. So that means there's only one left. Natsu and Ben are still searching this building. One of them has to run into that last guy."

"Yeah, question is which one?" Elfman inquired.

…

Ben continued to sprint down a long corridor with a high ceiling and giant, stone carved demons sitting on Roman-like pillars. He had split up with Natsu, Gray, and Elfman to cover more ground in hopes of finding the Abyss Break's power source. Along the way, Ben had felt the building shake a few times and heard faint monstrous roars echo through the stone walls.

However, to the Omnitrix wearer, they weren't just any normal roars, they sounded like Elfman's but with more ferocity. What did that mean? Had something happened to Elfman? Ben didn't know, and though he was concerned, time was of the essence. He chose to have faith in his friends.

The teen had been running down the hall for several minutes, coming up against zero Phantom opposition.

' _Why don't they have any guards or something patrolling the halls?'_ Ben wondered. _'Do they want intruders to be able to break in this easily? Eh, whatever. Makes things easier for me.'_

Ben ran through the end of the corridor and into a large room that had a red carpet stretching down the center of the room and up to a grand staircase at the other end. Running along the carpet were brown pillars with light-emitting lacrimas on top.

Ben stopped and observed his surroundings. "Hmm," he tapped his chin in thought, "maybe the power source is up to those stairs?"

Suddenly, within the blink of an eye, Ben yelped in surprise as he was lifted off the ground by a powerful gust of wind. He landed on his back with a grunt, trying to comprehend what had happened.

"How sad," a voice commented.

The jacket-wearing hero lifted his head up to see a swirling twister of air a few meters in front of him. The twister vanished and in its place was a big man wearing a long green coat, a yellow shirt, loose paints, and a green top hat.

"I have seen your power, quite impressive; nonetheless, no matter what form you take, I shall blow you away with my might." The man stated.

Ben got up from the floor and placed his hand over the Omnitrix. "Let me guess, you're one of the Element 4."

The man lifted up his head, and Ben was kind of taken back to see that his eyes were covered by a blindfold. However, what really confused the teen hero was that rivers of tears were streaming down his face.

"Indeed. My name is Aria," he replied, "I am the strongest of the Element 4. I've come in hopes of slaying a monster-man."

' _Monster-man?'_ Ben blinked.

"I don't care what you came here to do. All I know is that I have to destroy that Abyss spell's power source, and if I have to take you down to get to it…then so be it." Ben declared boldly.

He activated the Omnitrix and tapped the first icon in the holo-wheel. When the faceplate slide back, he shouted, "It's Hero time!" He then slammed down the dial, his body consumed in emerald light.

**Notes for the Chapter:**

> I prefer sonatas over arias...


	12. Phantom Lord IV

**Notes for the Chapter:**

> Ultimate10 had a poll for the name of Ben's demon form. I'm sticking with it, and y'all will see it right after the Phantom Lord arc

**Ultimate Fairy**

**Chapter 12: The Phantom Lord**

**Part IV**

…

_**Last time on "Ultimate Fairy"…** _

_Ben got up from the floor and placed his hand over the Omnitrix. "Let me guess, you're one of the Element 4."_

_The man lifted up his head, and Ben was kind of taken aback) to see that his eyes were covered by a blindfold. However, what really confused the teen hero was that rivers of tears were streaming down his face._

_"Indeed. My name is Aria," he replied, "I am the strongest of the Element 4. I've come in hopes of slaying a monster-man."_

_'Monster-man?' Ben blinked._

_"I don't care what you came here to do. All I know is that I have to destroy that Abyss spell's power source, and if I have to take you down to get to it…then so be it." Ben declared boldly._

_He activated the Omnitrix and tapped the first icon in the holo-wheel. When the faceplate slid back, he shouted, "It's Hero time!" He then slammed down the dial, his body consumed in emerald light._

…

Aria, even though his eyes were shielded by his bandages, was forced to look away from the blinding intensity of the light. When the light faded, standing in Ben's place was a large humanoid tortoise that had large flippers for arms and legs, and had holes in its chest and torso.

 **"Terraspin,"** Ben shouted out in a seemingly sleepy voice.

The air mage looked back with a frown. He was impressed by the sudden transformation; however, he merely lifted an eyebrow at Terraspin. This form didn't appear very powerful or strong at all.

"Hmph," Aria huffed, "your Take-Over is rather…unimpressive. If you're planning to run, you have chosen the wrong form."

"Who said I was gonna run, crybaby!" Terraspin retorted.

Aria sniffled in response, more tears flowing from under his bandages. Terraspin sweat dropped and held out his flippers. This guy was really disturbing him with all the crying.

"Dude, could yah stop with the waterworks?" the teen hero asked. "It's creeping me out."

"I will make you pay for mocking me!" Aria sobbed. The air mage held out both hands, his thumbs cocked in toward his palms. "Try a taste of my Airspace magic!"

Terraspin cocked a brow. Usually, when a wizard cast a spell, a magic circle would appear in front of them. At least, that's what Ben noticed so far in his time in this crazy magic universe. However, no magical circle appeared.

Ben was about to comment until suddenly, a blast of air smacked into him. The airspace wall sent Terraspin careening back. He flipped in midair and landed on his front side. Terraspin shook off the attack and returned to his feet. He had felt the impact from that attack; nevertheless, his super-hard shell protected from feeling any _real_ pain. Unbeknownst to Ben, Terraspin's natural protection from magical attacks also prevented any real damage.

The air wizard looked at Terraspin peculiarly, though Ben couldn't tell because of the bandages covering his eyes. He was intrigued that this Take-Over mage was able to get up so easily after that attack. Granted he was holding back his full strength, but still.

Ben glared at Aria. "Airspace? So you use air magic, huh?" He realized. "Well, you're in for a mess of trouble! You're not the only one with wind powers!"

Terraspin jumped a few feet in the air and hovered in place. His head disappeared into his shell while his arm-flippers straightened out, and his leg-flippers came together to form a third blade. Suddenly, the three blades began to spin as gusts of wind blew out from the holes in Terraspin's shell.

Aria was unprepared from the strong gale. He held out his arms in front to shield himself, the wind steadily pushing him back. Terraspin kicked it up a notch by concentrating his gusts into a powerful twister. As a result, the air mage was blown off his feet and hurled into the flight of stairs behind him.

Terraspin, who could see what happened through the hatch in his shell, smirked in satisfaction. "Ha! Who's the master of air now, loser?"

Shockingly, Aria stood back up, despite the devastating winds that were pushing against him. Aria of the Heavens sniffled, more tears falling from beneath his bandages.

"Amateur!" he yelled, with a hint of sobbing. "Your wind powers are nothing against mine!"

He held out one hand, this time, a purple magical seal appeared. **"Airspace: Zetsu!"**

Suddenly, a bombardment of invisible, hard air bubbles fired out from Aria's seal and struck Terraspin all across his body. The humanoid tortoise went flying back a few meters before crashing into the floor. As he lost concentration, his leg-flippers split apart back to normal and his head pocked back out from his shell.

Using his left arm-flipper, Ben rubbed his head and groaned. _'Man, never seen any kind of wind power like that before.'_ Ben mused.

He wasn't exactly feeling pain, but it was annoying having multiple airspaces smash into your from different angles.

Terraspin was snapped out of his thoughts as Aria chuckled, and taunted, "Perhaps I have overestimated you, dear monster-man."

The turtle-man furrowed his eyes, and countered, "Don't take me lightly, windbag. I'm just getting started!"

Terraspin jumped into the air again, his arm and leg-flippers straightening out as he blasted another twister at Aria. However, to Ben's surprise, Aria's body became hazy until he vanished out of sight. Out of nowhere, Aria appeared behind Terraspin and fired an airspace attack.

The blow sent Ben careening forward until he hit his chest and rolled over a couple of times. Terraspin used his arm-flippers to shakily lift himself up. He looked at the air wizard with a dumbfounded expression.

 _'He can teleport too?'_ Ben thought in alarm.

"Hmm…" Aria hummed, "you still stand after an attack like that?"

"I'm a lot stronger than I look," Terraspin replied.

"Nonetheless, your wind magic is nowhere close to challenging mine." He noted.

 _'Yeah, he's got a point there.'_ Ben inwardly admitted.

Ben knew now that Terraspin was indeed outmatched against Aria. His air magic was superior to Terraspin's aerokinesis. To rectify this, Ben tapped the Omnitrix dial on his chest, and in a flash of green, was replaced by a twenty foot tall, humanoid tan-skinned dinosaur.

 **"Humungousaur,"** He shouted.

Aria took a tentative step back, his eyes widening behind his blindfold. He had never seen any kind of Take-Over magic like that before. This technique of changing between Take-Overs was an incredibly advanced technique, as far as he knew. Something like it would require a lot of magical energy.

The air mage was brought out of his thoughts as Humungousaur cocked back his right fist. With a grunt, he punched the floor, thus creating a shockwave that traveled through the stone floor. Aria didn't react in time as the shockwave threw him off his feet and into a wall, landing on his chest in a comical fashion.

The green coat wizard got up and glared at the Vaxasaurian. "Impressive, I've never seen magic like that," Aria remarked, he then sneered. "It'll be a pleasure defeating you."

Aria held out his hands, a purple magic seal appearing in front of him. **"Airspace: Zetsu!"**

Without warning, Humungousaur was assailed at different angles by multiple airspaces. However, despite the projectiles blasting into him, Humungousaur remained standing tall with his arms crossed in front of his face. His tough reptilian hide kept him well protected against Aria's attacks.

When the attack ceased, Aria was surprised to see his opponent still standing. But what really shocked him was that he didn't appear injured at all!

"You're gonna have to do better than that!" Humungousaur yelled before charging straight at Aria.

Humungousaur reared back his fist and aimed it at Aria, only for it to be stopped in midair by an airspace shield. Nevertheless, Ben noticed that the blow did make Aria slide back a bit. He continued punching the shield, which sent Aria sliding back a few feet at a time.

The air mage growled, annoyed that his airspace attacks weren't really going to be able to cause any real harm to his enemy. But then, another idea popped in his mind, causing Aria of the Heavens to smirk.

"It's no use, dear monster-man," Aria commented. "You cannot defeat me."

Humungousaur slammed another fist into the airspace shield, a boom echoing throughout the room. "Wanna bet?" he snarled. "I'm just getting warmed up, mister blindfold!"

Aria grinned wickedly. "Then allow me to relieve you of that heat."

The man in the long green coat unleashed a huge airspace, which smacked into Humungousaur and sent him sliding back halfway across the room. Humungousaur lifted up his head, only to see Aria gone. Ben was perplexed until he immediately recalled that Aria could teleport. He looked around, finding no signs of him.

"You wuss, come back and fight!" the Omnitrix hero roared.

All of a sudden, Aria appeared behind Humungousaur. "You think I ran away?"

Humungousaur turned around in time to see two magic circles appear on both sides of him.

 **"Airspace: Drain!"** Aria chanted loudly.

Suddenly, golden light illuminated under Humungousaur's feet and was cast all over his form. Ben peered down at the light beneath him, lifting a brow ridge in a bewildered manner. Was this supposed to hurt him? If it was, it was epically failing.

Aria's confident expression quickly turned into shock and disbelief. How could this be? His Metsu could drain any wizard of their magical energy. How could this mage still be standing?!

When the golden light faded, Aria stood petrified, his jaw close to falling off his face. "H-h-how is this possible?!" he stuttered apprehensively. "T-t-that spell should've drained every ounce of magical power inside you!"

Humungousaur smirked. "Yeah, about that…" he pulled back his fist and punched Aria through a stone wall behind him, satisfied with the loud crash. "I don't use magic, airhead!"

Ben then paused, his mind going over the spell that Aria had tried to cast on him. He said that this 'Airspace: Drain' could suck the magic out of any wizard. Did that mean that Aria was responsible for Master Makarov almost getting killed? The dots began to connect in his mind; he glowered when he came to an easy conclusion.

The pile of crumbled stone shifted as Aria stood back up, a few cuts and bruises on his face. The powerful air wizard scowled at Humungousaur. "Incredible," he admitted, "I've never had that happen before."

"You! You were the one who drained Master Makarov of his power!" accused Ben, ignoring Aria's statement.

The blindfolded man smirked smugly, tears still trailing down his face. "Indeed I did. What of it?"

Humungousaur snarled in rage, clenching his fists in the process. "You mess with my friends, you mess with me! Time to go Ultimate!"

He lifted up his hand and slapped the Omnitrix dial. Four prongs stuck out from the disk as another emerald light covered his form. In the wake of the flash stood a massive, forty foot tall, Ankylosaurus-like creature with green skin. Downward pointing spikes sticking out of the sides of its face. It possessed a dark blue, spiked shell while its chest and torso was dark blue with spikes on them too. It had a tail with a blue mace on the end of it, with accompanying silver spike while the knuckles on its huge hands had barrels on them. On his left shoulder was the Fairy Tail symbol stamped in black.

 **"Ultimate Humungousaur!"** he shouted.

Behind his bandages, Aria's eyes widened again in astonishment. Just how many forms did this strange, powerful human have? After a short moment, Aria's shocked expression turned into a confident smile.

"Since I am now in the presence of a worthy opponent," said a calm Aria, "I believe it is necessary for me to step up my game."

He reached up and pulled off his bandages, revealing his eyes. His eyes were white with small pink pupils. Suddenly, his pupils grew larger as a white 'X' appeared in the pupils.

"That is so wrong," Ultimate Humungousaur commented.

…

Meanwhile, outside in the Fairy Tail courtyard, the remaining wizards left standing continued to fight the seemingly endless waves of phantom soldiers. For every group they wiped out, more popped up in their place. The fatigue on everyone was beginning to show, but none of them would dare falter now.

Erza, who had re-quipped into her Flame Empress Armor, cocked back her flaming sword and delivered a fiery slash at a mass of phantoms. The light and intense heat instantly destroyed the Shade creations.

Without warning, the attention of the Guild and Magnolia citizens was captured by the huge magical seal being drawn slowly in front of the Giant. It appeared to be glowing. Nearly everyone in Magnolia and some of the Fairy Tail mages began to panic. Erza's own eyes widened in horror as she lightly gasped. That sign meant that there was almost enough accumulated power for the Abyss Break spell to be cast.

 _'Come on boys, what is taking so long?'_ Erza thought. _'You must hurry. Don't fail me now!'_

Then, Erza felt another chilling sensation travel down her spine that made her shiver uncomfortably. She only got this feeling when something evil and powerful was nearby. What was going on in there?

…

Suddenly, smoky gusts of wind collected around Aria, the power around him growing ever stronger now that his blindfold had been removed. He could now unleash his full strength.

"Now, monster-man," Aria said, moving his hands so that his right was oriented upwards and his left hand was facing down, "step into Zero, the airspace of death. It is capable of consuming all life in its path."

Ultimate Humungousaur growled, glaring at his opponent. "You would seriously kill without a second thought? You're insane!"

Aria sneered. "Think what you want, it doesn't matter." Smoky wind gathered around his hands. "Now, let's see how you handle this, cretin!" He then discharged a large, hazy whirlwind at Ben.

Ultimate Humungousaur held up his forearms, shielding himself from the powerful gust. Thanks to his heavyweight, Ultimate Humungousaur didn't get blown back by the powerful winds. Instead, the hyper-evolved Vaxasaurian charged forward. Inside the raging whirlwind, barrages of smaller airspaces collided with Ben; however, his current form's immense strength and durability made him immune to the attacks.

Aria's gasped in shock at Ben being able to run through Zero's whirlwinds and airspace projectiles. "What?! No! This can't be!" he cried.

Ben, enduring the countless airspaces striking him, reared back his massive fist and punched Aria. Though Ultimate Humungousaur made sure to keep his strength in check, if he didn't, there was a good possibility that he could kill Aria by mistake.

With an audible smack, the air mage went flying back until he crashed into another wall. To make sure he was down for the count, Ultimate Humungousaur transformed his right hand into a bio-cannon and discharged a volley of missiles. The explosions shook the room as debris from the comprised section of wall collapsed on Aria.

Ben ceased firing and converted his bio-cannon back into a hand. The hyper-evolved Vaxasaurian casually strolled to the pile of rubble, and then lifted away a few pieces of debris. Under it was the cut, bruised, and beaten form of Aria; in addition, his clothes were torn and shredded in places.

"Using a spell to consume all life? You're weak! You couldn't hold a candle against Makarov, or even me." Ultimate Humungousaur stated. "You'll be remembered as a nothing but a sobbing coward."

A waterfall of tears streamed down Aria's face, his lips quivering. "That's…so sad," he sobbed before finally succumbing to unconsciousness.

"And by the way," Ben continued, "I'm not a monster-man. I'm a superhero."

…

The Fairy Tail wizards and Magnolia residents were all beginning to freak out as the golden magic circle in front of the Giant became brighter. All of a sudden, the light dimmed away as the magical seal disappeared. The Giant's crimson eyes faded into blackness.

When the giant mechanical robot's arms fell limply to its sides, the Fairy Tail mages all cheered. Erza let out a sigh of relief. They had cut it close, but the boys managed to prevent the Abyss Break spell from being cast.

"They did it!" Cana cheered. "They must've taken out the Element 4."

Erza smiled. _'Good work, boys.'_ Suddenly, Titania felt another cold feeling run through her body. However, this time, it felt even more disturbing than before. She had to wonder, what could possibly make her feel like this?

…

Inside a dark stone-walled room that served as the command center for the Giant, the master of Phantom Lord was furious.

"I don't believe it!" Jose yelled. "My strongest wizards, the Element 4, were defeated by those worthless Fairy Tail scum!"

"Guess that makes them even worse than scum, huh?" Gajeel commented.

"Gajeel," Jose turned and looked down from a high platform to see the Iron Dragon Slayer. Heaved over his right shoulder was Lucy, her clothes torn and shredded in places, and she herself looked beaten. "So I see you returned bearing a gift, have you?"

"Yeah, I picked up a little something while I was out." He replied as he dropped Lucy's unconscious form to the floor.

"Very impressive, but pray tell," Jose asked, "how were you able to track her down so quickly?"

"Never underestimate the nose of a Dragon Slayer." The black haired man answered.

"She is alive, right?" the Phantom Lord master inquired while frowning. "Without a pulse, she's worthless to us."

Gajeel hummed as he held his chin in fake thought. "I was pretty rough with her. LET'S SEE!" Without warning, he kicked Lucy into a wall, denting it in the process.

Lucy awoke from unconsciousness, coughing up a little blood as her body was filled with pain.

"Yep! She's still alive and kicking!" Gajeel remarked smugly.

"Excellent work, Gajeel," Jose praised with a sinister smile. "I knew I could count on you!"

…

Everyone's attention, whether they were inside the Giant or in the courtyard, was grabbed by a ding in the Phantom Lord's PA system.

 _"Attention you pathetic Fairy Tail scum,"_ Jose said, _"listen carefully because I'll only say this once."_

Suddenly, a familiar feminine scream sounded through the speakers that made Ben and all the Fairy Tail mages freeze in horror.

"Lucy?" Ultimate Humungousaur said.

_"We have captured your precious Lucy Heartfilia, which means that our first order of business is now out of the way. And that means only one more thing, my favorite part, wiping you pathetic brats right off the face of Earthland."_

…

After giving the enemy his announcement, Jose walked to the door, but before he then stopped. "Keep an eye out on the girl." He ordered. "There are still some pests scuttling around in my Guild Hall."

"You talkin' about Salamander and that Take-Over mage?" Gajeel asked.

"Yes, and their friends." He answered. "They've been lucky this far, but their luck is about to come to an end. I'm going to exterminate them myself." The aura around Jose became darker and deadlier, a violent, eerie light shining from his body.

…

Natsu, who had been running down a long corridor, froze in his tracks as soon as Jose's proclamation came through on the speakers. He clenched his fists as his body shook in ferocity, rage plastered all over his face.

"Lucy," he said inaudibly. "They…they got her."

"Oh no," Happy added worriedly. "Natsu, what do we do?"

The Dragon Slayer didn't respond. His fists tightened as the rage and power coursing through his body began to intensify. Flames ignited all over his body as his strength increased, the strong emotions inside him boosting his powers to new heights.

Happy watched in awe, taking a small tentative step back. "N-Natsu?"

Suddenly, the flames on Natsu's body became bigger until they combusted upward, taking the shape of a dragon with wings and a horned head. His eyes were glowing bright gold as he let out a deafening yell that shook the building.

…

Ultimate Humungousaur growled after hearing Jose over the PA. He was fixing to start tearing everything in the Phantom Lord's headquarters apart until he heard a familiar, faint yell coming through the stone walls.

His brow ridge lifted as he turned in the direction of the roar. "Natsu?"

"BEN!" a feminine voice cried.

The hyper-evolved Vaxasaurian turned around to see Mirajane, Gray, and Elfman sprinting into the room. The trio had cuts and bruises in various places on their bodies whilst their clothing was ripped in random areas. The three looked like they had gone through hell. They were a bit taken back to see Ben's form but quickly got over it.

"Mirajane? What are you doing here?" Ben asked.

"Jose kidnapped me and was about to kill me when I tried to impersonate Lucy. Elfman saved me though by changing into a full body Take-Over." the white-haired woman replied.

Ultimate Humungousaur turned to Elfman. "So that was that yell I heard a while ago." He mused, and then he focused back on the situation. "So, any of you find that Abyss Break spell's power thingy?"

"Yeah," Gray answered, "it turns out the power source is actually the Element 4. Once we defeated them, we stopped the spell from being cast."

Ben let out a collective sigh of relief. "That's good to hear." His expression then grew serious. "But now Phantom's got Lucy. We have to save her."

"Since Natsu's not here, I can imagine he's getting right on that," Gray replied.

Elfman looked behind Ben to see a beaten Aria lying in a pile of debris. "Whoa!" he said, his eyes growing wider from surprise. "That's Aria!"

"You defeated that guy all by yourself?" Gray asked in disbelief.

Ultimate Humungousaur shrugged. "Eh, he wasn't so tough. I beat guys like him in my sleep."

Before anyone could comment, a dark haze flowed into the large room. The group froze as the black cloud created unpleasant, horrid sensations in their bodies. It felt as if death was coursing around them, trying to take away their souls.

"What the?" Gray mumbled.

"What is it?" Mirajane wondered.

"I…I don't like this feeling." The ice mage stammered.

"Man," Elfman remarked, "I'm super manly and this is even giving me the creeps."

"I'm not a wizard, and even I can feel _that_." the hyper-evolved Vaxasaurian commented.

"Whatever it is, it's pure evil," said Mirajane.

Suddenly, ominous clapping echoed through the massive, silent room. The group turned around to see a man wearing blue pants, a blue coat with yellow trim, and black boots. His hair was black and tied back in a ponytail. His mustache was cut clean and his lips were a sickly onyx. But what really caught their gaze was the purplish-black energy radiating off of his body.

"Bravo. You are all quite keen. Very impressive, Fairy Tail wizards," the leader of Phantom Lord commended the group. "But never in my wildest dreams did I believe it would be this entertaining. Taking out my Jupiter Cannon, disposing of my elite Element 4, and you even managed to bring my Giant to its knees."

"You're…you're Master Jose." Ultimate Humungousaur realized; the darkness coursing around the man was disturbing the superhero badly too.

Elfman, Gray, and Mirajane's expressions turned into shock and horror. "No way!" the former whispered.

"He's Phantom Lord's master?!" Gray yelled.

 _'Oh no,'_ Mirajane thought while holding a hand over her mouth. _'It's like a dark cloud is hanging over him. It makes me sick just being near him.'_

"You've all entertained me so much I just have to return the favor," Jose stated.

Ben, Elfman, and Gray got over their fear and took defiant stances. Ultimate Humungousaur stood behind them as he cracked his knuckles.

"You guys ready?" asked Ben.

"Oh yeah," they both replied.

Jose smirked sinisterly. "I'll return it in full."

Gray took a stance, and chanted, **"Ice Make: Saucer!"**

Elfman held up his right arm, a magic circle appearing on top of it. **"Beast Arm!"**

"WAIT!" Mirajane screamed; however, her protests were ignored as Elfman and Gray jumped at Jose.

All of a sudden, an amethyst circle appeared in front of Jose, and then a volley of purple jellyfish-like ghosts fired out from it. Gray and Elfman both shouted in agony as the ghosts blasted them backward, where they crashed into the floor.

"Elfman! Gray!" Mirajane cried.

Ultimate Humungousaur turned and glowered at Jose. Before he could make a move though, the darkness mage moved his hand in a swift arc pattern. As a result, a red explosion of magical energy sent the group, minus Ben, careening back. They landed on the other side of the room, hitting the stone floor hard, put out of the fight immediately.

Thanks to Ultimate Humungousaur's size and weight, he didn't get blown back; however, he still felt pain from that attack. He let out a mighty roar as he charged straight at Jose. The Shade Magic wielder smiled haughtily as he held out his hand. Remarkably, a tornado of purple and black energy fired from his hand and smacked into Ben.

The whirlwind of dark magic stopped Ultimate Humungousaur in his tracks, making him slide back a few meters; nevertheless, he was still standing. The teen hero grunted, whatever Jose was firing at him was causing Ben quite a bit of pain. A growl emanated from Ben's mouth as he shifted both hands into bio-cannons, letting loose a barrage of missiles at Jose.

Jose held out his hands horizontally, smaller violent beams shot out from his fingertips and intercepted all of Ultimate Humungousaur's missiles, causing an explosion in-between the two. When the dust settled, the Omnitrix wearer and Phantom Lord master were both standing tall, the latter with a calm and superior look on his face.

"Fascinating," Jose remarked. "You changed into that titan form which stopped the Jupiter Cannon and defeated my strongest mage singlehandedly."

"I deal with people like you all the time and I always come out on top." Ultimate Humungousaur said, narrowing his green eyes at the black haired man. "I can take whatever you can dish out."

A wicked, malevolent smile took shape on Jose's onyx lips. "Powerful, arrogant, courageous, and overconfident…destroying you will fill me with unbelievable pleasure."

The duo stared down at each other, the teen hero snarling in anger. The tension between them was palpable. Finally, Ultimate Humungousaur let out an enraged roar as he charged full speed at Jose. The darkness mage simply grinned evilly as he held out his hand and fired an ethereal pillar at his opponent. The hyper-evolved Vaxasaurian reared back his fist and, with all his strength, punched the incoming pillar.

As a result, an explosion of purple ghostly energy shrouded the room and even shook the building a bit. The battle between the Omnitrix hero and the Phantom Lord's master had begun!

…

Erza, still in her Flame Empress Armor, was slashing her sword in the air and sending multiple fiery waves at the countless phantom Shades that were attacking them. All the Fairy Tail wizards were growing weaker and tired, but they still continued to fight.

"Geez, these things just keep coming," Cana said as she threw out a few cards on the ground underneath a group of phantoms. Suddenly, a bright light shone out from the cards and immediately destroyed the Shade creations.

"Indeed," Erza replied. "I'll change into a stronger suit of armor. Perhaps I can take a load of stress off of everyone-"

Suddenly, the bright scarlet-haired girl froze in midsentence. Her eyes widened whilst expression of alarm was cast on her face. At that moment, she had felt an eerie, deathly feeling seep into her body. It made her absolutely sick. In response, Erza fell to a knee, clutching her stomach in pain.

"Erza!" Cana shouted. The card mage ran over to her comrade and kneeled by her.

Titania was lost in her thoughts. The source of the sickening disturbance was coming from Phantom's Guild Hall. As she looked up at the Giant, she felt her insides twist. Whatever was causing this disturbing sensation, Erza couldn't ignore it anymore. Her friends needed her.

"Cana, you and the others hold the fort here. I have to go." Erza commanded, standing right back up.

"What? Why?" Cana asked; confused as to why Erza was leaving.

"I am sensing something evil and very powerful coming from Phantom's headquarters. I can't ignore it anymore. I must assist my friends while I still can." She answered.

The brunette girl nodded in understanding. "Don't worry! We'll hold on for as long as we can."

Erza smiled and nodded. Her body was then shrouded by golden light. When the flash faded, she was attiring her Black Wing Armor. Titania crouched low and leaped into the air, flying at top speed towards the giant robot.

…

Lucy cried out as she was thrown into the stone wall for the umpteenth time. Her clothes were torn and her body was beaten badly. From the middle of the room, Gajeel shifted his iron-club arm back to normal.

"C'mon," Gajeel taunted, "you gotta sing better than that."

Lucy whimpered slightly, the pain coursing through her body was intense.

"Too bad," the iron-eating mage sneered, "your heart's just not in it."

"Hey Gajeel, hasn't she had enough?" a Phantom mage implied, standing alongside a small group of other wizards. "Besides, the master said he doesn't want her getting hurt or nothing."

Gajeel lifted a brow. "But what else am I supposed to do?" He then turned away, his expression growing serious. "I can't believe he's doing this. He leaves me to watch over her while he has all the fun."

He shifted his left arm into an iron-club and stepped toward Lucy, who was still on the ground trembling.

"Anyways, I'm just playing with my new toy."

"Yeah…but if the master catches you doing this, we're all gonna be in trouble." The mage stated.

Gajeel frowned as he turned back and extended out his iron pillar, slamming it into the man's face. This shocked the other Phantom wizards in the room.

"Shut up!" Gajeel said. "I know master thinks she's important, but she's just another piece of Fairy scum to me. Hmph, even though she's a girl, she's still a wizard. She should've known what she was getting herself into when she joined that Guild."

"You're taking this too far, man. Let it go." A dark-skinned man wearing shades and a white jacket named Boze urged.

"Master's gonna lose it, isn't he?" added a dark-skinned girl named Sue.

"Well then, I'll just tell him that it was all your idea," Gajeel smirked before he began laughing.

Boze and Sue both sweat-dropped in nervousness. "Please don't do that." they both said in unison.

Gajeel then turned back to Lucy, who was steadily picking herself up from the floor. "Aw, I kinda feel sorry for her. Her fellow guild members didn't even want her back until they found out that her old man's loaded."

To the iron mage's surprise, Lucy actually smirked and chuckled. As she shakily stood up, she said, "Geez, you're so dumb. I can barely even believe it. It's just sad. I actually feel sorry for you."

"What? Did she really just say that?" Boze asked in disbelief.

"Is this chick really talkin' smack to Gajeel?" Sue added.

Lucy looked straight at Gajeel, a confident smile on her bruised face. "Phantom Lord, huh? Ruler of the spirits? Oh please, you don't scare me at all."

Gajeel smiled sinisterly. "You shouldn't have said that."

Within a blink of an eye, the Iron Dragon Slayer extended an iron-club and slammed it into Lucy's abdomen, pinning her against the wall.

"You've got some nerve running your mouth like that in a situation like this, princess. I have to admit, you got guts." He then pulled back his arm, letting her fall to her knees in exhaustion and agony. "Make some noise! But not this trash talk act you're putting on, I want screams! And if I don't start getting what I want, you're gonna be sorry!"

Despite the pain she was enduring, Lucy looked back up with a smirk. "Then why don't you just go ahead and finish me." She retorted with steel in her voice. "Then _you're_ gonna be sorry. Just you wait."

"Oh yeah, who's gonna make me?!" Gajeel demanded. "I'm curious."

The other Phantom Lord mages could only watch the scene in front of them, but they had to concede, Lucy was either really brave or really stupid.

"Fairy Tail," she replied. "They'll never let you get away with this. And if I were you, I'd be watching my back from now on… because the world's strongest Guild will come for you!"

Gajeel's eyes narrowed at the blond haired girl. "So they're gonna come after me, huh?" Then, a wicked, delighted grin took shake on his face. He changed both of his arms into iron-clubs, crossing them in front of him. "Sounds like fun!"

Gajeel then leaped at Lucy, the heel of his boots aimed right for her face.

"Gajeel!" Boze shouted.

"STOP!" Sue yelled.

However, an instant before Gajeel's foot met the Celestial mage's, the floor beneath him erupted in flames. Suddenly, a wall of fire formed between Gajeel and Lucy. Without warning, a pissed off Natsu jumped out of the fire and delivered a wicked haymaker into the iron mage's face.

Gajeel went flying back, but he managed to flip midair and land on his feet. He looked up to see Natsu standing before him; his body was engulfed in flames that were taking the shape of a dragon. The Fire Dragon Slayer let out a long, mighty yell with his arms held up in a 'powered up' fashion.

The black, spiked hair wizard grinned. "So I was right. I knew I smelled him here."

Lucy, meanwhile, smiled in relief. "It's Natsu." She said softly.

"GRAAAHHH!" Natsu bellowed. "GAAAAAJEEEEELLLL!"

…

Ultimate Humungousaur went sliding back from the blast of ethereal energy. He clenched his teeth, he had definitely felt the pain from that blow; nevertheless, he was far from beaten. Ben converted his hands back into bio-cannons and fired an onslaught of missiles at his opponent. However, the projectiles only struck the ground as Jose vanished into thin air.

Ben's eyes widened in surprise, could this guy teleport like Aria? The teen hero didn't have time to ponder as Jose appeared on a fallen piece of debris behind Ultimate Humungousaur. With a malicious smile, the darkness mage charged up with several purple ghosts and fired a ghostly beam into Ben's back.

The teen hero grunted as the force of the blast sent him careening forward. He landed on his chest and rolled over a couple of times before smacking into the wall, denting it in the process. Ben groaned, using his huge arms to pick himself up. Whatever kind of energy this guy was shooting at him, it certainly packed a punch. Surprisingly to Ben, it was actually hurting him as Ultimate Humungousaur, one of his toughest forms.

Jose started laughing maniacally as he held out his right hand, shooting a barrage of smaller amethyst blasts at Ultimate Humungousaur. Ben, however, was quick to act and jump to the side, letting the blasts destroy the spot where he had been previously. He then held out his hand and discharged another salvo of missiles at full force.

The Phantom Lord master vanished within the blink of an eye again. Before Ben could process what happened, Jose appeared floating in front of him. With his fist charged with darkness magic, Jose sent a devastating right hook into Ultimate Humungousaur's face. This time, the hyper-evolved Vaxasaurian was lifted off his feet as he went flying back, crashing into the other side of the room.

A long, painful groan emanated from Ben's throat. The pain was flowing over his body; the strange power that Jose was shooting him with was zapping away his immense strength. Jose, standing on the other side of the room, smirked at his adversary who was clearly in pain.

"Pity," Jose commented snidely, "I was expecting more of a challenge from you, dear Take-Over mage. Do pray tell, why don't you simply turn into that titan form again? I bet you could hold your own against me then."

Ben brought up his head, shooting Jose a determined glare. "My name is Ben Tennyson, and I don't need to go Way Big to beat someone like you!"

"Strong words. I do wonder if you can back them up!" Jose roared, holding out his hand and firing another round of his Dark Beams.

As the small amethyst projectiles flew towards him, Ben dodged to the side. After avoiding the attack, he tapped the Omnitrix dial.

A flash of brilliant green light consumed Ben's body. As the flash died away, standing in his place was an eight-foot-tall, werewolf-like being covered in dark grey fur and a long, flowing onyx mane. It wore a tight, green suit with a white belt and green wristbands. Attached to its neck was a green collar with the Omnitrix symbol, and on his left shoulder was a green Fairy Tail mark.

" **Blitzwolfer!"** Ben howled.

"What is this? A werewolf?" Jose cocked a brow in confusion. "Do you honestly think I'm supposed to be intimidated by this?"

Blitzwolfer grinned viscously, showing off his gnarly teeth. "Then how about I give you a good reason."

The Loboan inhaled deeply and reared back his head. Shockingly, his muzzle split apart into four-parts and green ultrasonic howls blasted out of his throat.

Jose didn't have time to react before the soundwaves crashed into him. He went hurtling backward until smashing into a stone wall. A section of the wall collapsed on top of him, burying him beneath a pile of crumbled rubble.

Blitzwolfer ceased his attack and kept his attention focused on the rubble.

 _'No way is it that simple.'_ Ben inwardly remarked.

Right on cue, deadly purple light illuminated in-between the cracks of the rubble. A short moment later, an explosion of dark amethyst energy blew the debris away. Standing there was Jose, though his entire form was consumed by purple, ghostly flames. The white in his eyes had turned pitch black while his pupils were little silver dots. A little trickle of blood was running out from Jose's nose, and his expression displayed pure rage.

"YOU'VE JUST MADE A BIG MISTAKE, YOU WORTHLESS BRAT!" the Phantom master bellowed.

Blitzwolfer shrugged uncaringly. "I make a lot of mistakes. Kicking your ass isn't one of them."

In response, Jose growled savagely and swiped his hand in an arc motion. As a result, a wave of red energy was discharged at the Loboan; however, Blitzwolfer was quick to jump over the deadly wave as he passed by him. Snarling in rage, the master of Phantom Lord held out his hands and fired more Dark Beams.

Blitzwolfer skillfully dodged the attacks. This form proved to be more agile than Jose had presumed considering its size and bulk. While in midair after dodging the last set of attacks, Blitzwolfer opened his muzzle and emitted another sonic-howl.

The soundwaves struck Jose hard and brought him to his knees. He immediately covered his ears and screamed in agony. The powerful soundwaves from this beast were pummeling his body both inside and out, causing him a ton of pain. If it weren't for his immense endurance and magical strength, he'd have been knocked out by now.

He opened an eye and glared at Blitzwolfer. In a swift motion, he held out his hands and fired mauve, ghostly blasts out from his fingertips. Blitzwolfer's eyes widened, surprised that the man could cast a spell while being bombarded by his sonic-howl. The Loboan had no time to react before the ghostly blasts struck him, causing him to howl out in pain. He grunted as he went careening backward, falling to the floor disheveledly.

Jose turned his wrathful glare at the teen hero. "I've had enough of these games!" he shouted.

Without warning, purple, ghost shaped tendrils shot out from a dark amethyst magical circle in front of Jose's hand. Blitzwolfer was still shaken up by the last attack and couldn't defend himself as the ghostly tentacles wrapped around him. The Loboan tried to break free but was met with shocking results, literally as the ethereal tendrils became tighter and delivered a heavy dosage of pain.

Blitzwolfer howled in agony, the pain being inflicted on his body becoming unbearable.

The Phantom master smiled in wicked pleasure. "Yes. It hurts doesn't it, creature?! This is my Shade Entangle. The more you struggle, the stronger the grip becomes, and the more pain you receive."

To prove a point, the crimson lightning coursing around the ghostly tendrils electrocuted Blitzwolfer, bringing him even more pain. Jose sneered as he tortured his victim; the screams were like music to his ears.

He tapped a finger to his chin in thought, studying the teen hero. "I'll admit you're a powerful opponent. You may even exceed Titania and Laxus's power." He admitted. "Had you not been so arrogant and used your titan form or perhaps even another form, you may have stood a chance against me."

Jose paused as he leveled his calm, smug expression at Blitzwolfer entangled form. "But you know what really burns me about Fairy Tail? That powerful wizards like you align yourself to Makarov!"

Blitzwolfer howled painfully, the grip on his body tightened.

"Since you can't be tempted to join Phantom Lord, there's only one solution," Jose's black eyes widened in malign glee, "To kill you!"

The Omnitrix bearer yelled once more, the tendrils wrapping around his body were growing tighter, and the pain intensified further. He tried lifting one of his arms to tap the Omnitrix; unfortunately, they were both pinned to his sides and couldn't summon the strength to break free.

A moment passed as the insufferable onslaught continued. Ben tried diverting all his strength into his arms. If he could access the Omnitrix, he could change into one of his other heavy-hitters. But true to Jose's words, the more he struggled, the more agony he received.

Ben was beginning to wonder if this was how he was going to die until suddenly, the pain ceased. In fact, the ghostly tendrils wrapped around him vanished. When he fell to his hands and knees, he looked up in time to see a surprised Jose get blown back into the wall, a pile of debris falling on top of him.

Blitzwolfer blinked in confusion. What happened? He got his answer when he felt someone land beside him. Ben looked up to see Erza, attired in her Black Wing armor and a sword held firmly in her hands.

By reading her facial expression, the teen hero could easily see that she was really pissed! However, when she turned her gaze to Ben, her expression lightened into concern as she kneeled by him.

"Ben, are you alright?" she asked.

The Loboan groaned, steadily standing back up. "Y-yeah…" he replied as he turned to her. "Thanks for the save. But why are you here? Not that I'm complaining."

"I got a very uneasy feeling that I couldn't ignore." She answered. Erza turned her sights to the pile of debris on top of Jose. "And it seems my gut was right."

All of a sudden, a brilliant explosion of darkness magic exploded out from the rubble. In its wake was a furious Jose. He turned his creepy, black eyes to Blitzwolfer and then finally to Erza.

His onyx eyes narrowed in disdain. "Titania Erza. I was hoping you would join this little fight of ours. Now I get to wipe out two of Makarov's most powerful wizards at once!"

Ben and Erza both took stances, ready to stand their ground. "This guy is tough…really tough. How do we stop him?" the former asked.

Titania was silent as she contemplated a possible strategy to fight Jose. She knew he was very powerful. Hell, he was on par with Makarov. Nonetheless, she knew that Ben and herself were both powerful as well, but not strong enough to take him on alone. There was only one option.

"He's just as powerful as Master Makarov," Erza said. "The only chance we have of defeating him is to fight him together."

Blitzwolfer nodded. Though he would've preferred to fight Jose alone with one of his heavy-hitters, he knew that he would only cause a lot of damage and possibly hurt one of his friends by mistake. Besides, teaming up with Erza would be put the odds more in their favor.

"Sounds good to me," Ben replied.

"Killing you two will bring me so much pleasure!" Jose jeered manically as he lit up his hands with Darkness Magic and fired another ethereal tornado at the duo.

**Notes for the Chapter:**

> Monster-man beats up windbag, more at eleven.


	13. Phantom Lord V

**Ultimate Fairy**

**Chapter 13: The Phantom Lord**

**Part V**

…

_**Last time on "Ultimate Fairy"…** _

_Ben and Erza both took stances, ready to stand their ground. "This guy is tough…really tough. How do we stop him?" the former asked._

_Titania was silent as she contemplated a possible strategy to fight Jose. She knew he was very powerful. Hell, he was on par with Makarov. Nonetheless, she knew that Ben and herself were both powerful as well, but not strong enough to take him on alone. There was only one option._

" _He's just as powerful as Master Makarov," Erza said. "The only chance we have of defeating him is to fight him together."_

_Blitzwolfer nodded. Though he would've preferred to fight Jose alone with one of his heavy-hitters, he knew that he would only cause a lot of damage and possibly hurt one of his friends by mistake. Besides, teaming up with Erza would be put the odds more in their favor._

" _Sounds good to me," Ben replied._

" _Killing you two will bring me so much pleasure!" Jose jeered manically as he lit up his hands with Darkness Magic and fired another ethereal tornado at the duo._

…

Blitzwolfer quickly jumped in front of Erza and let out another sonic-howl, creating a sound barrier of sorts that deflected the swirling blast. As soon as Jose ceased his attack, an eyebrow lifted when he saw that a certain armor-shifting wizard was missing.

' _Now where did Miss Titania go?'_ Jose mused.

Titania made her presence known when she flew at the darkness wizard and attempted to slash him. Master Jose, however, saw this coming and simply sidestepped the attack.

He grinned sinisterly. _'Ah…there she is.'_

Erza slashed at him relentlessly, trying to land a blow, but Jose avoided them with ease. When she lunged at him, Jose grabbed Erza's forearm, spun around and threw her across the room. In midair, she corrected herself and landed on her feet.

With Erza out of range, Blitzwolfer opened his mouth and howled once more, which threw Jose into the nearest wall. The impact with the wall caused stones to fall and a debris cloud to form around the darkness mage, blocking Ben and Erza's sight of Jose.

Blitzwolfer was expecting Jose to leap out of the dust cloud pissed off; however, he was met by surprise when the sadistic wizard suddenly appeared behind him. The Omnitrix teen was unprepared for a powerful punch coated with purple energy to the face. Ben went careening back, bounced off the wall, and then fell back to the stone floor in a comical fashion.

Without looking, Jose ducked low to avoid what would've been a lethal swipe from Erza. Titania then slashed vertically but Jose simply dodged that blow as well, a confident, smug grin on his face. This only enraged Erza more as she slashed countless times at Jose, in different patterns, all within a blink of an eye. Amazingly, their enemy evaded every attack.

Jose then went on the offensive, holding out his hand and flicking his finger at Erza. The result was a small but powerful projectile of violent energy smacking into her, which sent her flying backward and into a pile of rubble.

Blitzwolfer picked himself up in time to see Erza get blown back. His emerald eyes widened a bit from shock. Jose had simply flicked her away like an insect! Ben glared at the darkness mage and clenched his fists in anger.

The Loboan crouched low and leaped into the air. Right when he was above Master Jose, he unleashed an all-out, sonic-howl. Phantom Lord's master was forced to his knees from the powerful soundwaves. The floor underneath his feet even began to crack away into tiny fragments and dent downward into a bowl.

Despite the agonizing pain that Jose was feeling, he brought up his head and scowled at his opponent. The darkness mage let out a fierce cry as he shot out an amethyst tendril of ghosts from his magical seal. Blitzwolfer wasn't quick enough as a ghostly hand wrapped around him and tossed him into Erza, who was just getting up from the rubble. The duo slammed into each other with a loud smack; both groaned in pain from the impact.

Jose put his hands behind his back and smirked. "Hmph…you both are quite impressive, power-wise. But your methods of attacks are futile against me."

Titania and the Omnitrix bearer shakily got up and glared daggers at Jose. Both were keen enough to know that what they were doing wasn't going to work. They had to try something else.

"He's right Erza," Blitzwolfer whispered. "We're gonna need to mix it up."

Erza took a stance and held her sword ready for a possible attack from Jose. "I agree, but what? His powers are very strong."

Ben hummed in contemplation as his mind went to work. So far, he had noticed that most of Jose's offense was based on firing darkness magic whether in the form of twisters, lightning, bullets, or ghosts. The most fearful he had seen so far was that Shade Entangle. He knew that if he and Erza got caught in that, they were surely doomed.

He processed it all and realized that even though Jose's attacks were some form of dark energy, it was still energy. Suddenly, that's when it hit him.

"I got an idea that may give us an advantage," Ben said.

Before Erza could ask, he tapped the Omnitrix dial again. After the usual flash, standing in his place was a seven-foot-tall, cycloptic humanoid comprised of purple rock. Its face and the spikes on his chest, back, and horn on his head were made up of pink crystal. The Omnitrix dial was positioned on its chest.

" **Chromastone,"** Ben shouted.

Jose, still smiling, lifted a brow in interest. "Another Take-Over? I'll enjoy breaking this form as well!"

The master of Phantom Lord held out his hand and discharged a huge, purple lightning bolt at Ben. Erza was about to warn Ben to move until something completely unexpected happened. Chromastone simply folded his arms over his chest and stood in a nonchalant manner, letting the blast hit him a second later. Ben was unharmed as he absorbed the power from the attack, much to Jose and Erza's shock. Though Chromastone had to concede, he did feel a slight twinge of discomfort when he absorbed the darkness magic.

After absorbing the lightning, Chromastone's body was glowing with the colors of the rainbow. Ben sneered. "Thanks for the pick-me-up, creeper!"

He extended both arms and fired two rainbow-colored beams at Jose. The Phantom master was too stunned to react as the blasts landed direct hits on his abdomen, which sent him careening back into a pile of fallen roof rubble.

Chromastone turned back to Erza, who was looking at him with slight awe. "I'll absorb his energy attacks, and we'll both smack him around. Got it?"

Erza nodded in agreement. "Understood,"

Usually, she would be the one giving the orders; however, she knew now was not the time. Besides, Ben was very capable of leadership and he had a good grasp on battle and fighting. From what he had told her during their free time before this Phantom Lord incident, he had defeated countless villains and saved his world and universe multiple times. Even now Erza still found that to be amazing.

When Jose arose from the rubble, his black, deathly eyes were locked onto the duo. "You're full of surprises, aren't you?! I'll admit I've never been in a fight this exciting before." A sadistic grin grew on his black lips. "After I finish you two off, I'll hang up your cadavers for all of your fellow guildmates to see. They'll have no choice but to surrender then!"

The shape-shifting teen and the armor-switching knight both glowered at the Phantom ruler.

"Our guild will never surrender to a despicable man like you!" Erza snarled.

"What she said," Chromastone added. "There's no way we're gonna let you win."

"Action speaks louder than words!" Jose roared as he held out a hand and shot a barrage of Dark Beams at his opponents.

Chromastone and Erza both took to the air to avoid the projectiles. As Jose followed them, Ben got in front of Erza to shield her and absorb the blasts.

The Crystalsapien smirked cheekily. "I couldn't agree more!"

His body illuminated brightly as he then fired a few ultraviolet beams at the darkness mage. Though Jose was quick enough to elude the attacks, he was distracted long enough for Titania to soar toward him and deliver a nice swipe diagonally across Jose's chest. Phantom's master cried out in pain as he slid back a few meters. A big gash went diagonally across Jose's blue coat and into his skin, a little blood was trickling from his injury.

His black eyes widened. She'd actually landed a blow on him? He clenched his teeth, his anger reaching the boiling point. He aimed a fierce glare at Titania and Chromastone, who were both flying toward him.

Suddenly, a dark amethyst circle appeared in front of Jose. Out from the seal, several purple, jellyfish-like ghosts shot out and hit the duo before they realized it. Both crashed into the wall and landed on their feet, grunting as they did so.

They looked up and were a bit startled to see purplish-black energy coursing all around his body, but this time it looked far more intense. His dark, sickening eyes were honed in on them. Nevertheless, Ben and Erza took battle stances besides each other, ready to engage Jose once more.

…

Back in the command center, a group of Phantom Lord wizards all looked on in shock at the two Dragon Slayers staring at each other, their main focus being on Natsu who was shrouded in flames.

Gajeel chuckled. "Guess it's not too hard to catch a Salamander if you use the right bait."

"Unlike you Phantom creeps, I watch out for my friends!" Natsu retorted angrily. "I won't let you lay a hand on her!"

Lucy smiled warmly, touched by her friend's declaration. "Natsu," she whispered.

Without looking back, Natsu warned, "Stay back. This could get ugly."

"Uh…Gajeel?" Boze said warily.

"This one's mine." With a wicked grin, Gajeel leaped at Natsu and turned his arm into an iron-club, extending it out to attack Natsu.

"OH YEAH!" Natsu yelled as he caught Gajeel's club, spun around, and threw him into a wall.

Gajeel made sure to hit the wall with his feet, and held up his arm in time to block a powerful, flaming punch from Natsu. The blow was so strong that the stone walls tumbled apart behind Gajeel as a cloud of ash expanded through the room.

The Phantom mages cried out in fear as they ran away from the falling debris. "WE GOTTA GET OUTTA HERE!" a terrified Phantom wizard cried.

Gajeel and Natsu both jumped out of the ash cloud, the latter's fist engulfed with flames. The Iron Dragon Slayer was unprepared as Natsu delivered a nasty right hook into his face. Phantom Lord's Dragon Slayer went flying back until he crashed into the wall on the opposite side of the room.

The wall had dented inward, Gajeel lying in the center. He rubbed his chin and frowned. He was inwardly impressed and surprised that Salamander had managed to hurt him. Gajeel looked up in time to see Natsu jumping at him; his feet covered in fire.

" **Fire Dragon Talon!"** Natsu roared.

Gajeel brought up his iron-club arm to block the attack. This resulted in an outburst of smoke and fire that sent Natsu careening backward.

Lucy, meanwhile, watched the battle with concern and surprise. She couldn't believe how violent Natsu was against Gajeel. The Celestial wizard was brought out of her musings when Happy walked up to her in worry.

"Hey, are you alright?" the blue cat asked.

Lucy turned to him and smiled. "Happy," She then turned her attention back to Natsu, who was walking out of a dust cloud, an enraged scowl on his face. This startled her slightly, for she had never seen Natsu this angry before. "I've never seen Natsu like this."

"Aye," Happy replied. "He's really fired up now. I wouldn't wanna be that other guy."

The blond mage gulped and nodded her head in agreement.

Gajeel popped his neck and smirked. "For being Fairy scum you sure are cocky."

"You're the scum here, buddy!" countered Natsu. "As payback for what you did to Lucy, I'm gonna use my firepower to melt your ugly iron face!"

The iron mage chuckled, a sadistic smile on his face. "Sounds like fun. So give it a shot!"

The two Dragon Slayers yelled as they charged at one another. Gajeel's right arm was morphed into an iron-club whilst Natsu's hands were still covered in flames. They sent right hooks at one another; however, both were able to dodge them. Gajeel quickly turned around and extended his club at Natsu's feet. He was able to jump over the attack and lunge himself back at his opponent.

However, Gajeel swiftly changed his iron-club into a long, sharp black blade and swiped it at Natsu, forcing him to jump back. Natsu wiped his mouth of blood as he glared back at the other Dragon Slayer.

"That's a pretty gnarly toy you got there," Natsu commented.

Suddenly, spikes began to grow out from the edges of the blade, which gave it the appearance of a deadly looking saw blade.

"This is the Iron Dragon Sword. Anything it touches is cut to shreds!" Gajeel responded. Without warning, the spikes started to spin around the blade much like a chainsaw. "I thought I'd give you an up close and personal demonstration!"

"Ooh, I'm so scared!" Natsu retorted, unafraid of Gajeel's chainsaw-like sword.

Lucy and Happy, however, were both startled to see Gajeel's lethal weapon. "How is he doing that?!" the former screamed.

"It's Iron Dragon Slayer magic!" Happy answered fearfully.

The Black Steel laughed manically as he leaped high toward Natsu, his sword reared back to its zenith. Natsu jumped back as Gajeel's blade struck the floor. The force of the blade created a large crevice in the floor, knocking over various Phantom mages in the process. Gajeel swiped his blade at the floor again, only for Natsu to dodge the attack once more.

"Not so cocky now! Are yah kid!?" Gajeel mocked as he swiped at Natsu, but the fire mage managed to evade each attack. "I think you're scared!"

The Iron Dragon Slayer slashed left and right and then vertical, forcing Natsu to jump back as he slid across the floor.

"I'll give you credit for being such a nimble little Fairy," remarked Gajeel.

"You're no slouch yourself," Natsu growled.

Gajeel converted his sword back into his normal arm, grinning wickedly at his adversary. "But we still gotta score to settle from the other day; no time like the present, wouldn't you agree?"

Natsu wiped his mouth and scowled. "Let's go, rivet face! I'm all fired up now!"

All of a sudden, a bright mint green magical seal appeared under Gajeel's feet; however, it was the next development that really shocked the wizards watching the fight. Gajeel's entire body was suddenly coated in thick, iron reptilian scales, sharp talons grew from his fingertips and toes, and his teeth became more serrated.

"Are ya ready, Fairy?" Gajeel quickly jumped at Natsu with his fist reared back. **"Iron Dragon Hard Fist!"**

Natsu held up his forearm to block the blow, but the strength behind the punch sent Natsu flying back and he crashed into a wall. Gajeel's eyes glowed red as he chuckled maliciously. "Hearing you hit that wall was like music to my ears."

Natsu was on a knee, cringing in pain as he held his injured left arm where Gajeel had left a nasty blue and purple bruise.

Lucy placed her hands over her mouth, looking on in worry and fear for Natsu. "He took Natsu down with just one hit." She mumbled.

"That's because those scales on his body are as hard as steel." Happy explained.

Gajeel hit Natsu with an uppercut and then launched a powerful right hook that sent him careening back. Natsu got back up and charged at the iron mage once more. However, Gajeel lifted up his leg to kick Natsu, but the fire wizard managed to duck under the attack. Nevertheless, the strength behind his kick created a shockwave that formed a crevice in the floor and a strong gale in addition.

Lucy's hair went flying back as Happy held onto her shoulders to keep from being blown back. "Is there really that much wind coming from his kick?"

"He's twice as strong now that he's covered in those dragon scales!" Happy cried.

Natsu ignited his fist and punched Gajeel in the chin. Shockingly, the iron wizard was unaffected by the blow as he smirked at Natsu.

"Aw…poor little Fairy. That had to hurt, huh?" The Iron Dragon Slayer jeered. "Hate to break it to yah but your puny hand can't scratch this steel!"

Natsu clenched his teeth while his eyes widened. But the Fire Dragon Slayer finally staggered back and let out a loud, pain-filled yell.

"He's got indestructible armor!" Lucy exclaimed in shock.

"Natsu!" Happy cried.

Natsu was rolling back and forth across the floor, yelling and holding his injured hand. "Oh I'm fine! This doesn't hurt at all! Nope! Not at all!" he lied.

Lucy sweat-dropped. "Yeah…right."

"Aye," Happy agreed.

"CUT THE ACT, PUNK!" Gajeel yelled as he head-butted Natsu, which slammed him into the ground. "You just don't want your friends to see you cry like a baby!" He then punched the floor, and the force from the attack sent Natsu flying back.

Natsu, although, managed to correct himself in midair, landing on his feet and sliding back a few meters. "Alright, you walking garbage can, time to blow you away!"

He slammed his fists together, which ignited his flames and summoned a fiery magic circle with the head of a horned dragon in the center. Suddenly, Natsu took a deep breath as his cheeks puffed out wide. **"Fire Dragon…"**

Gajeel inhaled deeply as well, letting his cheeks expand. **"Iron Dragon…"**

Both Dragon Slayers put both hands over their mouths like trumpeters as they shouted simultaneously, **"ROAR!"**

A blast of iron particles shot out from Gajeel's mouth whilst a torrent of flames shot out from Natsu's. When the two breath attacks met, the result was a torrent of wind that sent the Phantom mages, Lucy, and Happy flying back. After a moment, the outburst of magical energy caused a section of the wall to explode.

When the commotion ceased, the room was left in ruin as dust clouded the air. Gajeel and Natsu were both standing in the large gaping hole that their attacks had made.

"Looks like there's some pretty big differences between Iron and Fire Dragon Slayers, huh Salamander?" Gajeel smiled sadistically. The front of his tunic was shredded, revealing his hard iron abs. "You can shower me with flames until you run out of hot air, but it's not gonna crack my armor. On the other hand, my iron breath attacks will cut you to shreds!"

Lucy, who was leaning against a wall, whispered, "Natsu"

"C'mon! Take him!" Happy encouraged his partner.

Natsu lifted his head, his gray eyes honed in on the iron mage. But to Gajeel's confusion, a smirk appeared on Natsu's face. "I can't crack your armor, huh? You sure you're not feeling a draft, buddy?"

Suddenly, the iron scales on the left side of Gajeel's face cracked, which made the iron wizard's eyes widen in shock.

"He did it." Lucy smiled.

"Look, I don't just breathe regular old fire. My Fire Dragon Roar can destroy anything it touches!" Natsu took off his black and gold vest and tossed it aside, showing off his well-toned upper body. Suddenly, a fiery magical circle appeared under Natsu's feet as his body was engulfed in an inferno. "I think it's time we stop playing around! It's time to get to the real fight! I'm gonna shatter you into a million pieces!"

Gajeel's body was shrouded in mint green light as he cackled maniacally. "LET'S GO!"

"Black Steel, I'm ready when you are." Natsu snarled.

"Sky's not big enough for two dragons, kid." Gajeel grinned. "So I'm just gonna have to take you down, Salamander!"

Lucy held her hand that had the Fairy Tail mark stamped on it over her chest, lightly trembling in nervousness. "Natsu"

…

Meanwhile, out in the Fairy Tail courtyard, all the Phantom soldiers began to gather above the Fairy Tail wizards. They swirled together to form a humungous black and purple ball with two blood red eyes and eight long black arms with large hands.

"That thing's got creepy hands," Laki commented.

"That's the least of our worries!" Wakaba replied.

"Yeah, this is bad," Macao added.

The gigantic onyx ball hovered closer to the guild hall, lifted up its arms, and then smashed them into the roof. The Fairy Tail mages could only watch in horror as the monster-sphere continued punching the building.

"That thing's trying to tear down our guild hall!" Cana exclaimed in panic.

"But Ben just fixed it!" Nab remarked.

The mages directed their attacks at the large black ball; however, they could do nothing to stop their enemy as it tore down the guild hall.

...

Natsu and Gajeel let out battle cries as they punched each other in the face. An explosion of iron particles, fire, and dust shook the room. The roof collapsed as both Dragon Slayers flew out of the building and high into the sky. After getting a hundred feet over the Giant, Natsu and Gajeel stopped and floated in midair. The Phantom mages, Lucy, and Happy were shocked to see that they were flying.

The iron and fire wizards traded punch after punch. Each time one struck the other, it created an energy outburst similar to fireworks. A moment later, the two descended back down and landed on the opposite end of the Giant's horned head. Crouching low, both Dragon Slayers leaped at one another until their foreheads collided with a loud smack; however, neither appeared to be injured.

After trading a few punches, they simultaneously kicked one another in the leg. The force from the blow caused the horn on the Giant's head to break off and fall into the command center. Lucy and Happy cried out as they dived to the floor.

"Now we gotta get outta here!" Lucy screamed.

As the dust settled once more, standing by the giant horn in the middle of the room was Gajeel and Natsu. Both of them were a few meters apart, both panting crazily. A few sweat drops streamed down Natsu's face as he took a moment to catch his breath.

However, he was caught off guard when Gajeel picked up a few pieces of iron and began to eat them. "What? HEY, THAT'S NOT FAIR, MAN! YOU'RE EATING?"

Gajeel shrugged nonchalantly, and with a full mouth, he said, "So what?"

"I can't believe he actually eats iron!" Lucy commented.

"I wonder if it tastes any good." Happy wondered with a thoughtful expression.

After swallowing the iron fragments, Gajeel smiled widely. "Now I gotta fire in _my_ belly."

"HEY! That's my line, pal!" yelled Natsu.

Without warning, Gajeel let out a long, prolonged yell as his body flared with a brilliant mint green light. The power around him was increasing exponentially.

"Hang on! Where's all that energy coming from?" Lucy inquired apprehensively.

"It's because he ate all that iron." Happy answered. "When Dragon Slayers eat their element they replenish their magical energy and increase their power."

Lucy then became more serious. "So Natsu needs to eat fire." She realized.

"That would help but he can't eat his own fire. It needs to come from an outside source." Happy mentioned.

"Yeah, that's right. But how can we make that happen?" the Celestial mage asked.

"Say goodnight Fairy!" Gajeel summoned a magical circle as he straightened out his arm and aimed it at Natsu. **"Iron Dragon Lance…Demon Claw!"**

Suddenly, a volley of sharp iron projectiles fired from Gajeel's magic seal and bombarded Natsu. Natsu cried out in agony as the iron lances struck his body.

Lucy quickly dug around in her skirt pockets, frantically searching for her keys. "C' mon fire, fire, fire! Do I have any kind of fire spirit?" Her brown eyes went wide when she remembered getting attacked by Juvia and Sol. "Oh yeah, that's right. I lost my keys when I was attacked."

Lucy paused when she saw Natsu get blown back and hit the floor hard. She then pulled out a golden key with a green anchor emblem. "The only key I have is Sagittarius, but we haven't worked out a contract yet."

After seeing her pink haired friend get hit again, her determination grew. "But I don't care! This is the only chance we've got right now."

…

The wizards of Fairy Tail continued attacking the giant ball monster; nevertheless, it was to no avail. It seemed that the phantom sphere was immune to their magical attacks. It continued punching the guild hall with its multiple arms, destroying it further with each hit.

Cana cried out, wanting to charge at the monster; however, Macao was holding her back. "No! Let me go!" she yelled desperately.

"There's nothing you can do!" Macao stated.

"Erza trusted me to protect the guild hall. I can't sit by and let it get destroyed!" Cana protested.

Nonetheless, Macao still held her tight and prevented her from charging in blindly.

…

Natsu weakly stood back up. His energy levels were very low whilst Gajeel's was still high after consuming that iron. Natsu, who at first was giving Gajeel a fair fight, was now getting his butt whooped.

Lucy held out her key and chanted, "I call upon thee in the World of the Celestial Spirits! I beckon you to my side at once! Pass through the Gate!" All of a sudden, a golden light flared from beneath the blond mage's feet. **"Open, Gate of the Archer: Sagittarius!"**

With a sound similar to a bell, a tall man in a brown, anthropomorphic horse costume appeared. He held a bow and had a quill full of arrows strapped to his back. He also wore a white shirt, a green vest over it, and red and white striped pants.

"Well howdy do, my lady." Sagittarius greeted, saluting Lucy while doing so.

"Whoa!" Lucy exclaimed. "That really worked!"

"What's with the horse costume?!" Happy asked.

"Look I'll explain later, but can you shoot fire?" Lucy demanded.

"No, but I do have a profession in archery. Yes, indeed." The horse-man replied as he saluted the air.

Lucy and Happy's expressions fell. "Oh great…" she mumbled.

"Who does he think he's saluting over there?" Happy inquired.

They were brought out of their conversation as Natsu cautioned, "Lucy, you guys better stay out of the way."

Digging deep into his reserves, Natsu's body was again covered in fire. He crouched low and launched himself at Gajeel, hitting him in the abdomen with his head. **"Fire Dragon Sword Horn!"**

The attack made Gajeel slide back a couple of meters; unfortunately for Natsu, his opponent was unharmed. Gajeel sneered. "I gotta fire in my belly, but where's yours?"

He pulled back his arms and struck Natsu in the back with his forearms, promptly slamming him into the floor. Gajeel then grabbed Natsu's head and extended his arm, which dragged Natsu's face across the ground. "Why don't yah eat some iron!"

Lucy covered her mouth, watching the spectacle in horror. Gajeel then threw Natsu across the room, his body landing near the giant hole in the wall.

"I think I've had my fun with you. So get lost, scumbag!" Gajeel yelled.

"He's down," Lucy said in disbelief.

Natsu remained laying on his front side, almost motionless.

"No," the Celestial mage breathed, "Natsu can't lose. Get up."

Gajeel then looked through the hole in the wall to see the giant ball monster in the distance tearing down the Fairy Tail guild hall. He smirked in satisfaction.

"Hey, take a look at your guild hall. We're doing some redecorating!" mocked Gajeel.

Natsu weakly opened an eye. It soon opened wide in alarm and shock when he witnessed the guild hall finally collapse on itself and fall apart. Now, it was nothing more than a pile of broken wood, stone, and roofing materials.

Gajeel tilted back his head and let out a loud, maniac-like cackle.

Like a floodgate being opened, memories of first coming to Fairy Tail, his first encounter with Gray and Erza, Erza teaching him to read and write, and his experiences with Lisanna replayed in Natsu's mind. After that, recent memories of meeting Lucy and then Makarov having his powers drained played through his head.

Amazingly, Natsu steadily got back to his feet, his face etched with stone hard determination. He turned around and, with his arms hanging limply by his sides, he slowly made his way back to Gajeel.

"Natsu," Lucy whimpered, tears trailing down her face, "don't do this. Maybe if I just let them take me, they'll leave you alone."

"Lucy," the blonde mage looked down to see a crying Happy clutching her boot. "You know there's no way he'd let that happen."

The Celestial wizard cried a little before perking up, a determined look cast on her face.

"Your guild hall is in shambles. How does it feel to lose?" Gajeel taunted.

Gajeel reared back his arm and struck Natsu with his forearm. As a result, Natsu went careening back until he collided with a large metal contraption. He fell to his knees before collapsing to the floor with a painful groan.

"I'd stay down if I were you," Gajeel advised though he didn't mean it. "I'm getting really sick of this holding back garbage. And it's not gonna look good for you."

Happy sobbed as he watched his best friend get beaten to a pulp. "Natsu took down Jupiter and he fought a member of the Element 4. He's used up too much magical power. If he could just eat some fire he'd be strong enough to beat this guy!"

Gajeel lifted a weak, beaten Natsu off the floor by his scarf. "So long kid. This is the end of the line." He then shifted his arm into his Iron Dragon Sword.

"Just a moment," Sagittarius intervened. The horse-man pulled an arrow out from his quill and placed it in his bow, preparing to shoot it. "It seems I didn't quite understand what you were asking me earlier. When I arrived you inquired if I could shoot fire. I answered that I did not have the power to do so.

"However, now I see it's the fire itself that is important. It doesn't matter that I can't produce it myself, just as long as it's produced."

"THIS IS IT SALAMANDER! THIS IS THE END!" Gajeel roared in sinister glee.

Suddenly, bright blue light shined from beneath Sagittarius as he shot a few azure beams of light. The light materialized into arrows and struck the metal machinery behind Natsu and Gajeel. A second later, the contraption ignited into a fireball and consumed the two Dragon Slayers.

"Nice shot!" Happy commended.

"You found a way to create fire," Lucy noted incredulously.

"Depending on the force one applies when shooting an arrow and the trajectory that arrow follows, it's possible to pierce or shatter steel," Sagittarius explained.

Gajeel stepped out of the smoke and conflagration, scowling at Lucy and the others. "That man horse thing is getting in my way!" He yelled.

"Wow! You're like an archery genius, Sagittarius." Lucy smiled as she praised her horse-man spirit.

Sagittarius saluted nothing as he replied, "Well, I aim to please."

"If you wanna salute her, she's over here." Happy deadpanned.

Without warning, the inferno in the room was pulled away and sucked into Natsu's mouth. After inhaling all the flames, Natsu burped a little. He looked back up with a cheeky grin. Now his strength and stamina were revived.

"Just what I needed." He gave Lucy a thumbs-up. "Thanks a million, Lucy."

Lucy smiled in return and gave him a thumbs-up of her own.

Gajeel snarled in rage as he charged at Natsu. "Eat all the fire you want, but you're still not gonna beat me!"

As Gajeel encroached closer with his iron fist, Natsu turned around at the last moment and sent a wicked, flaming uppercut into Gajeel's chin. The blast sent the iron mage careening back until he crashed into the Giant's horn in the middle of the room. The impact cracked the metal in the process.

Natsu clenched his fist, feeling the anger within him boil high. "Levy, Droy, Jet, Lucy, Gramps, all my friends, my guild, Fairy Tail."

Gajeel jumped to the ground as he quickly recovered. **"Iron Dragon Roar!"**

A twister of iron particles fired from Gajeel's mouth and toward Natsu. Growling, Natsu held out the palms of his hands and deflected the breath attack. Gajeel's mouth dropped in shock and astonishment.

"He deflected my breath attack, and he did it with his bare hands!" he shouted.

Natsu glared at the Iron Dragon Slayer, his eyes glowing red. "I don't know how many more people you need to hurt before you're satisfied, but it ends now!"

"No," Gajeel muttered in disbelief, "this can't be. He's nothing but Fairy scum."

The veins on Natsu's head showed as he bared his sharp teeth in ferocity. "I'm gonna make you pay for hurting my friends. Messing with Fairy Tail is the biggest mistake you've ever made!"

Gajeel glowered back at Natsu. "The only mistake I made was not killing you sooner!"

Mint green light glowed from Gajeel's body as he charged up his powers. He then leaped at his enemy, his fist cocked back to its zenith. **"Iron Dragon Hard Fist!"**

In response, Natsu reared back his own arm and punched Gajeel's fist. For a second, nothing happened until the flames and emerald energy shrouding Natsu and Gajeel's forms increased. Remarkably, the iron scales on Gajeel's arm began to crack. The cracks worked their way up to his arm and to his face.

Gajeel's eyes went wide in shock and horror. "No…I'm the strongest!" he yelled out in distraught.

"You're finished, Black Steel!" The fire covering Natsu's body became hotter and more intense as his eyes shined a bright gold. **"Flame Lotus, Fire Dragon Fist!"**

Shockingly, Natsu punched Gajeel in various places at incredible speed. "This is for Levy…Droy…Jet…Nab…Macao…Gramps…Ben….and LUCY!" He punched in-between each pause.

He delivered a powerful uppercut that sent a stunned Gajeel flying back. Natsu held out his arms in a 'power up' fashion as he let out a long, violent yell. However, Natsu didn't let up his onslaught, delivering another attack of flaming hot punches.

"THIS IS FOR ATTACKING THEM AND DESTROYING OUR GUILD HALL!" bellowed Natsu.

The last punch was so powerful it shook the entire Giant, ripped apart the walls of the command center in an explosion that could be seen from the courtyard, and caused the Giant's head to break off from its body, allowing it to fall into the ocean.

To avoid being crushed under tons of rubble, Happy and Lucy were in the air, the former carrying the latter. They looked around the ruined building, searching for their fellow guildmate.

"Where is he?" Lucy asked in concern.

Both Lucy and Happy called out for Natsu before they found him standing on the edge of the Giant. Below him, on the floor beneath, was a badly bruised and thoroughly beaten Gajeel Redfox.

"Alright! It looks like he won!" Happy said excitingly.

Lying in the crushed building debris, Gajeel mumbled painfully, "You…can't…defeat me."

"Oh yeah? Well, I think I just did." Natsu countered.

Finally, exhaustion caught up with the Fire Dragon Slayer as he fell backward in a limp heap. His body was aching hard in pain from fatigue and the injuries he'd sustained thanks to Gajeel. Many cuts and bruises were littered across his body while his pants were torn in places.

"He's down!" Lucy cried.

Despite the agony he was in, Natsu looked up to Lucy and Happy and grinned brightly. "Well, that was fun but I think I'm gonna rest a bit." He admitted.

The Celestial mage and flying cat laughed in response, happy that their friend had won and was alright.

…

They looked up and were a bit startled to see purplish-black energy coursing all around his body, but this time it looked far more intense. His dark, sickening eyes were honed in on them. Nevertheless, Ben and Erza took battle stances besides each other, ready to engage Jose once more.

However, before Chromastone and Erza could make a move, the entire building began to shake violently. Pieces of the roof broke off and fell to the floor. The trio immediately realized that the cause of the commotion was two certain Dragon Slayers duking it out.

Jose closed his eyes and smiled smugly. "My, my, what an unruly dragon you have."

Erza panted heavily for a short moment before retorting, "He may be unruly, but he's an extremely powerful wizard."

"I'll say. That guy's like me and Erza, he's strong and never gives up." Ben added.

Erza glanced at Chromastone and smiled, sending him a quick appreciative nod, which Ben returned.

"Hmph," Jose scoffed, "there's no need to be modest, you two. You, Titania Erza, your magic is just as spectacular as Salamander's." He then turned his gaze to Chromastone. "And you, Ben Tennyson, I don't know what kind of magic you wield but I must admit, it's more extraordinary than anything I've ever seen before. In fact, you two are the first to last this long in battle against me. However, as fun as this has been, it's time I finish this." Jose stated.

The Phantom master held out his hand, summoning a dark violet magical seal. Three ghost-like tendrils expelled from the circle and flew towards the duo. Chromastone gasped, immediately recognizing this attack as the Shade Entangle.

Ben quickly got in front of Erza and absorbed the energy tendrils into his body before it could wrap around him or her. He gritted his teeth in discomfort; for some unknown reason, the kind of energy that Jose shot was slightly painful for Chromastone to absorb. Nevertheless, Ben fought through the pain anyway.

Once he fully absorbed the tendrils, his body glowed brighter. He held out his arms and fired a few ultraviolet blasts at Jose, but the darkness mage was able to dodge each attack with his amazing reflexes. Jose looked back at Chromastone and scowled.

"You're really beginning to annoy me!" he shouted.

"That makes two of us." Ben retorted.

"Better make it three," Erza added as she flew straight for Jose, Chromastone right behind her.

Jose held out his hands and discharged countless darkness blasts at the duo. Ben flew in front to absorb the energy projectiles into his body before firing them back down at Jose's feet, which created a cloud of dust to block his vision. Erza used this golden opportunity to her advantage as she soared into the dust cloud and slashed Jose across his chest again, leaving another diagonal wound.

Chromastone backed up her attack by shooting a couple ultraviolent beams at a stunned Jose, which sent him sliding back a few meters. When the darkness wizard lifted up his head, he was too slow to act as Erza and Chromastone both punched him in the face. A loud smack echoed through the battered room as Jose went careening back until he crashed into a wall for the umpteenth time.

The Omnitrix hero and armor-shifting wizard landed on the floor, ready to reengage. However, just like the previous times, Jose leaped out of the wall again, deadly purple energy radiating off of his body. Running at impressive speeds, he charged at his closest opponent, Ben, his fists charged up with darkness magic. The Crystalsapien ran at Jose too, cocking back his fist while charging it up with rainbow colored energy.

When their fists met, the result was an explosion of energy that sent both flying back to opposite sides of the room. As Phantom Lord's master collided with the wall once again, Erza seized the opportunity and jumped at him, her sword reared back to its acme.

Jose, however, sidestepped Titania's attack and grabbed Erza by her wrist. He slammed her into the floor from his right side to his left for a moment. He then tossed her across the room where she slammed into Chromastone, who was just getting up.

The darkness mage grinned widely. "Hearing you two crash into one another was so enjoyable. But I'll be even more overjoyed when I hear your screams as I tear you both apart!"

Ben and Erza groaned as they returned to their feet. Erza's right eye had swollen closed from the impact of Chromastone's crystal body. Nevertheless, that didn't take away from the glare she was sending Jose's way.

"Even though you're absorbing his energy attacks, he's still very strong and fast." Erza pointed out.

Chromastone narrowed his green eye at the onyx-haired man. "Yeah, he is. But I've got an idea."

Erza glanced at her ally while raising an eyebrow, curious as to what Ben had planned.

The purplish-black, hazy energy surrounding Jose grew more intense as he stepped forward. A deadly, baleful smile took shape on his black lips as he stared at the two powerhouses in malevolent glee.

"What's the holdup you two? Aren't you going to attack me?" Jose mocked. "Where's that determination from before? Don't tell me you're getting scared!"

After explaining his plan, Ben said, "On my signal, 'kay?"

Erza nodded in understanding.

The Omnitrix bearer turned his attention back to Jose. "Scared? Of you?" he snorted. "Please, _you're_ the one who should be scared of us!"

Chromastone straightened his arms once more and shot two powerful energy blasts at Jose's feet. As a result, stone from the floor was blasted into his face and a dust cloud obscured his vision. As he was momentarily distracted, he slapped the Omnitrix dial.

The room was once again engulfed with bright, emerald light. When the flash died away, standing in the wake was a large, bulky humanoid with reddish-brown, rocky skin. It also had a giant mouth and a molten red core on its stomach. It wore black shorts with green stripes and a green belt with white stripes. The Omnitrix symbol was positioned on its forehead.

" **Gravattack,"** Ben shouted.

As the dust cleared, Jose narrowed his dark eyes at the Omnitrix hero and scowled.

"Take any form you like, but neither you nor Titania will defeat me!" Jose exclaimed angrily.

Phantom's master charged up his fists again with powerful, violent energy before crouching low and launching himself at Ben. Gravattack only smirked as he held up his hand. A sphere of invisible energy collected in his hand, but it could be seen from the hazy disorientations in the air.

Suddenly, Jose stopped in midair, and to his surprise, he felt his whole body become weightless as he floated higher into the air. He kept rising up at a rapid speed until he smashed into the roof. Gravattack then increased the gravity around Jose, causing him to fall back down and crash into the floor. From a crater in the ground, Jose yelled in pain from the impact.

Gravattack lifted Jose back in the air again until he was a few meters high. His attire was torn in places while his body had cuts and slight bruises on his arms, face, and chest.

"Now, let's take this gravity power of mine for a spin!" Gravattack quipped.

All of a sudden, Jose began to spin around in a circle, his speed growing faster by the second. After ten seconds, the darkness mage was now moving so fast he was just a blue, circular blur. Gravattack kept this up for another minute before he finally stopped spinning his opponent. As a result of the spinning, Jose was now consumed by dizziness as he remained floating in the air.

"Now, Erza!" shouted Gravattack.

"On it!" She responded.

Without warning, her body was shrouded in bright golden light as she re-quipped into her Giant Armor. A red magic circle appeared in front of her hand as she summoned the Spear of Ha-Ja.

With her new enhanced strength, Erza crouched low and leaped at Jose. In midair, she twirled the spear around to gain momentum. She let out a mighty yell as she struck a thoroughly woozy Jose in the face with her spear. She hit him again three more times. The third and final time was strong enough to free Jose from Gravattack's gravitational grip which sent him hurtling into the floor and increasing the size of the earlier crater.

Gravattack and Titania both gathered by the crater's rim, looking down into it. As the dust cleared, Jose was lying on his back. His clothes were tattered and his body was covered in cuts and bruises ranging in various sizes. However, to their amazement, Jose rolled over and weakly returned to his feet.

Even after being spun at hundreds of miles per hour and being struck with a spear wielded with super-strength three times, he was still able to stand?!

He glowered at two highly-adaptive warriors before him. A bit of blood was trickling down his face. The anger and hate he was feeling towards Ben and Erza were extreme.

"Had enough?" Gravattack asked.

Before Jose could respond, the sound of beeping caught the trio's attention. The Omnitrix dial on Gravattack's forehead was blinking red and beeping. In a flash of red, Gravattack transformed back to Ben.

Ben looked at himself in horror. "Uh oh, not good!"

' _It couldn't have been an hour already, could it? Maybe going Ultimate earlier drained the battery more than I thought it would?'_ Ben pondered.

Erza's brown eyes had widened in alarm and apprehension. Now that Ben was human, their situation had taken a dire turn for the worse. The advantage that they had gained over Jose had now vanished.

A malicious smile grew on Jose's ebony lips as he honed in on Ben with sinister glee. He cackled madly before he said, "It seems you've used up all your power! This is the part where you die!"

Jose gathered a ball of violent energy into his hands before throwing it straight at Ben.

"Ben! NO!" cried Erza.

The ball traveled at Ben so fast that he didn't have time to dodge. He only closed his eyes, waiting for his fate. However, instead of feeling knocked out or killed as he expected, nothing happened. He opened his eyes to see that Jose's purple ball had been swallowed up by a larger, brilliant white ball before they both disappeared.

Ben blinked in confusion. _'Okay…that's odd. What just happened?'_

The teen hero felt a powerful presence in the room. He turned to his head to his left. His eyes widened in shock as he gasped lightly. Erza followed his gaze and she too shared Ben's expression.

Levitating on top of a tall pile of debris was Master Makarov. His arms were folded over his chest and his eyes were closed while he slowly descended to the top of the rubble pile. He was still wearing his white coat with the Ten Wizard Saints symbol on the back, blue trousers, and black leather boots.

When Makarov's feet finally set foot on the debris, he spoke with venom in his voice. "You have shed the blood of our children, and that is unforgivable! They have been made to suffer because of the incompetence of their parents. We are both to blame, Jose."

Ben and Erza both smiled, happy and relieved to see Makarov. The latter almost shed a tear from the sight of him. His skin was no longer a sickly green and he didn't appear to be on the verge of dying anytime soon. Even Ben, who wasn't a wizard, could tell that the master had regained his immense magical power.

"This war between us has gone on long enough." Makarov opened his eyes, casting a dark glare at Jose. "Let's end this here and now!"

Titania wiped a tear from her eye and smiled at Makarov. "Master"

"Man, I'm so glad he's okay. He sure knows how to make an entrance." Ben confessed.

Jose was silent for a moment, but the smug grin on his creepy face spoke in volumes. He closed his eyes and then reopened them, only the white had changed to black and his pupils had turned to silver…like from earlier when Ben and Jose were fighting. The power around him began to increase as small pebbles floated off the floor around him.

"If we fight it could cause a catastrophe." Jose smiled spitefully.

Growling, Makarov narrowed his eyes in contempt. The power around the dwarf-sized wizard began to fluctuate as well. A golden ball of energy appeared at the end of his left index finger.

"In order to save my guild, I will gladly take that risk!" Makarov countered.

Makarov and Jose stared at one another, vast amounts of magic coursing through them. At that moment, Gray, who was lying off on the other side of the room, was beginning to return to consciousness.

"W-what?" he mumbled, using his elbows to lift himself up from the cold floor. "For some reason, this warm light reminds me of the master."

When he turned his gaze to the source of the light, his dark eyes widened in awe and shock.

Jose let out a yell as he held out his hand, firing a few ghostly tendrils. Makarov responded by summoning a group of small, golden magic circles to intercept Jose's attacks.

"You kids need to get out of here now!" Makarov warned.

Gray found the strength to rise back to his feet as did Elfman, who too had arisen from unconsciousness.

"Gramps!" Gray cried.

"We'll stay with you!" Elfman added.

Ben and Erza turned to them. "No! We have to do what he says!" the latter ordered.

They ran to Gray, Elfman, and Mirajane, the latter of whom was just waking up.

"C' mon, we have to leave!" Erza yelled. "If we stay here, we're only going to get in his way."

Ben turned to her. "You sure he'll be alright? All I need to do is let the Omnitrix recharge and I'll be ready!"

Erza glanced at Makarov, and smiled, "That's unnecessary. He'll be alright this time. I have faith in our master."

The teen hero nodded and ran out of the room with the others, putting some distance between them and the showdown between two of the most powerful wizards in Fiore.

Meanwhile, with Makarov and Jose, the wielder of darkness magic smiled in a complacent manner. "It's been six years since we both came face-to-face when Phantom was number one and no one knew how large Fairy Tail would become." He chuckled before continuing, "But now it's been reduced to rubble!"

Makarov's glare intensified as he created a few golden orbs in the air connected by a white line, the whole thing laid out in a zigzag pattern.

"Our guild hall may have been destroyed, but we're strong as ever!" Makarov retorted angrily.

"I must admit I'm looking forward to this," Jose said. "Although it's frowned upon by the Council I can't wait to see who is the superior Wizard Saint."

All of a sudden, bright golden light began to shine from underneath Makarov's feet whilst ethereal purple light emerged from underneath Jose's. The two Wizard Saints were charging up their powers for the imminent battle to come.

"I couldn't have done this without you, my children. Bless you all. Be proud that you are all members of Fairy Tail!" bellowed Makarov.

Astonishingly, dark storm clouds swirled high above the broken Giant; in addition, a sphere-shaped force field formed around the robot that pushed away from the ocean waters. Lightning came down from the sky and struck near the Giant. The magical energy being manipulated was on an immense scale.

Meanwhile, Makarov and Jose were both pushing against each other with dome-shaped energy barriers. The former's was composed of brilliant golden-white energy whilst the latter's was purplish-black. As he kept up the shield, Makarov yelled as he fired a white energy tendril from his left hand.

Jose countered the attack by shooting his own violent version of a tendril. When the two tendrils met, the result was an outburst of energy that sent both mages careening back a short distance before they regained control.

Phantom's master recovered quickly as a purple energy sphere with swirling tendrils extending out of it gathered in Jose's right hand. **"Dead Wave!"** he chanted.

Suddenly, an incredibly powerful pillar of darkness magic fired from Jose's hand. The blast was so strong it created a tidal wave outside the building and strong gusts of wind.

After a moment, when the dust settled, Makarov was still levitating off the floor and he was relatively unharmed. He summoned three magic circles, one under his feet and two on his right and left. Once he accumulated enough energy, he cried out as he discharged a powerful beam of white light at Jose.

The building shook even more, causing more damage throughout the structure and more debris to collapse. Makarov landed on top of a debris pile once again whilst Jose stood on the floor beneath. He too had avoided Makarov's attack, just as Fairy Tail's master had evaded his before.

"I'm impressed," Makarov admitted. "You have so much power at your demand. I can see why the Council made you one of the Ten Wizard Saints."

Jose only smiled haughtily as he honed in on the dwarf-sized man.

"However, you're misusing that power for your own personal gain. You could've become a role model for the younger generation; instead, you've become a lesson in what _not_ to do!" Makarov reprimanded.

Jose huffed. "What is this? A lecture?"

"I have a rule that seems to work well for my Fairy Tail kids. I'll give you to the count of three to do exactly what I say." Makarov declared.

Jose's smile turned into a savage frown as he glared deeply at Makarov. It only became worse when Makarov demanded, "Kneel to me."

A short moment passed before Phantom's leader raised a brow, and asked, "WHAT?"

Makarov ignored Jose's confusion as he began the countdown. "One"

"So you want me to concede and kneel before you? NO WAY IN HELL!" shouted Jose.

"Two," Makarov's eyes had already turned to white. Then, he began to form a brilliant white energy sphere in-between the palms of his hands.

"Why would the master of the most powerful Guild in this kingdom ever stoop so low as to kneel before _you_!?" Jose yelled; forming ghost shaped tendrils in his hands. "Technically, we are equally powerful, but my ability to be heartless makes me even stronger!"

"Three," Makarov said, his voice becoming stronger as was the sphere between his hands.

"You should be the one kneeling before me! Now, you and your precious Fairy Tail children are going to die!" roared Jose.

"Time's up."

"THIS IS IT! AWWWWW!" Jose fired two dense darkness tendrils at Makarov.

However, as soon as Makarov clasped his hands together, bright white light consumed his form and the sound of a large bell could be heard. The brilliant light immediately vaporized the darkness and filled the whole room. It was just as bright as a star.

From within the light, Makarov declared, "I invoke… **Fairy Law!"**

Suddenly, a giant golden magical seal appeared above the nearly destroyed Giant. Then, without warning, a flash of gold and white was cast out from the stone robot and across the land. The wizards of Fairy Tail and citizens of Magnolia were all forced to look away from the intensity of the brightness.

On the shoreline near the destroyed guild hall, Ben, Erza, Gray, Elfman, and Mirajane all turned to the dazzling light coming from Phantom's headquarters. The Omnitrix hero was in awe of this spectacle and bewildered as to what was creating it.

"Whoa! What is that?" Ben asked with wide eyes.

Erza, who had re-quipped back into her Heart Kreuz armor, stared at the phenomenon in wonder, a smile on her pretty face. "It's Fairy Law, a spell that vanquishes darkness with sacred light. It only affects those the caster sees as their enemy." She paused as she admired the view. "Incredible, isn't it?"

Ben's eyes widened even further when Erza told him what Fairy Law was. Shock and astonishment dominated his expression. From what Erza had told him, this Fairy Law was very powerful. Though he had seen many powerful things in his tenure as a hero, the most powerful being the Celestialsapiens, Fairy Law had to be counted amongst the top five now.

"It's one of the most legendary spells in existence." Erza continued.

"I can see why," Gray remarked.

The brilliant light shined for another minute before it finally died away. The storms clouds dissipated, the lightning stopped, and the tidal waves weakened. Everything returned to normal. However, within the building, there was one person who was far from normal.

Jose stood in a petrified position, his body trembling slightly. His arms were fixed in a position that shielded his face. The most notable change though was the color of his hair; it had turned from black to grayish-white. His skin was wrinkled and his eyes were as wide as dinner plates. Absolute trepidation was etched into his entire body.

Master Jose of the Phantom Lord guild had been defeated.

Makarov scowled at his rival. "You will never bother Fairy Tail again. Understand?" He then turned away. "I'm sure the Magic Council will be watching us after all the chaos we caused. You better be on your best behavior for now on. I know I will."

As Master Makarov began to walk away, a hazy humanoid figure appeared out of thin air. Aria, who had just recovered from the beating Ben gave him, floated silently behind Makarov. His eyes and mouth were wide in exhilaration.

' _Our master has fallen. How sad. The old man has left himself wide open again. THIS IS MY CHANCE!'_ Aria shouted inwardly.

Before the air mage could cast his Airspace: Drain spell again, Makarov's fist extended out and punched him in the face. The force from the blow sent the big man hurtling into a rocky pillar, instantaneously sending him back into unconsciousness.

"The war is over. There is no need to fight." Makarov proclaimed. "But if you push me to the point of anger, I'll wipe out your entire Guild without hesitation." He then turned around with a happy, perked up expression. "Now you kids get out of here, and take Jose with you."

…

Later on, Ben and the others had met up with the rest of Fairy Tail in the courtyard. Everyone was cheering and elated that they had won the war against Phantom Lord. Even Ben was thrilled that they had won, giving those cocky Phantom creeps what they had coming to them. Perhaps now bad guys across the land would take him and the rest of his friends at Fairy Tail more seriously now.

Master Makarov stood upon a fallen ledge from Phantom's headquarters where he could see all of the wizards of Fairy Tail and close enough to be heard. All of Fairy Tail turned their full attention to the dwarf-sized master.

"We are victorious!" He yelled loud enough for everyone to hear. "But I had very little to do with it. This victory…is yours my children!"

Everyone cheered loudly in response. Ben only crossed his arms over his chest and smirked.

' _Nah, we couldn't have pulled this off without you, Makarov.'_ Ben thought. _'Thank you.'_

…

The sun was setting in the distance and casting an array of red, orange, and yellow colors across the horizon while the rest of the sky grew darker as night approached. The lake waters closest to the west reflected the warm colored light of the setting sun while the waters to the east began to turn blackish-blue. A few stars twinkled from above, but the moon was not out tonight.

Standing on a rocky ledge on a mountain, a figure was looking down at Magnolia. The figure could see the many small buildings and the grand Cathedral in the center of town. However, the character's main focus was drawn to Fairy Tail's guild hall, which was lying in shambles.

The figure was a male that much could be determined. He wore black boots and pants and had a red garment on his upper body that had an opening exposing his torso. Part of the garment was a red hood pulled over his head. On both forearms were black bands that had six circular stones positioned on top; three on each arm. His exposed skin was pale white and his face looked eerily similar to a skull. In his right hand was a wooden staff that reached his shoulder. On the top was the carved head of a demonic bird, its mouth was wide open.

He stood silently in the darkness, his golden eyes transfixed on the wrecked building and the people gathered around it.

He had arrived much earlier to see the casting of Fairy Law. Needless to say, he was impressed by the effectiveness of the spell. However, his attention was now focused on something else; one person in particular, in fact. A certain teenager with a powerful device strapped to his wrist; the one that had foiled his plans on multiple occasions.

His malign golden eyes narrowed in annoyance, having _him_ here would be a major obstacle to his plans. He wasn't sure why or how he had gotten to this world, but he would need to keep an eye out for him going forward.

"Hmph," Was his only response. Then, in a flash of crimson, the figure vanished from the scene.

**Notes for the Chapter:**

> Duhn-duhn DUUUUUUUUUUUUUUHHNN!


	14. The Worst Malfunction

**Ultimate Fairy**

**Chapter 14: The Worst Malfunction**

…

Two weeks had passed since Phantom Lord was defeated. In that time-span, a lot had transpired. After the battle, when everyone had gathered around the wrecked Guild Hall, Ben had offered to go Clockwork and repair it again. However, Makarov declined and even though he appreciated Ben's offer, he said it was 'time for a change'.

Almost immediately, Fairy Tail had gotten to work on building a new Guild Hall. Nonetheless, nearly a couple days after they started, the Rune Knights showed up. The Rune Knights was the army of the Magic Council, and the wizards of Fairy Tail knew that they would show up eventually. Natsu and Happy had tried to escape, but were easily captured.

The Rune Knights interrogated everyone; however, the longest person they questioned was Fairy Tail's own powerful shape-shifter, Ben Tennyson. The Knights had heard reports of a giant in Magnolia, firing an emerald beam at Phantom's headquarters. In addition, they knew absolutely nothing about Ben, only that he was a new member of the Guild and that he seemed to be a powerful Take-Over mage.

Makarov advised Ben it would be best not to lie to the Knights, but acceptable if he stretched said truth a bit. With that in mind, Ben gave the Knights what they wanted; only he didn't tell them the complete truth about himself.

When asked where he came from, Ben said he was from a village called Bellwood. He explained that the town was so small it wasn't really on any maps. When asked what magic he wielded, he told them he was a Take-Over wizard like what everyone else had been calling him. When asked why he left his town to join Fairy Tail, he said that he wanted to explore the world while also making a living. Fairy Tail was simply the first guild he came across that provided him this opportunity.

None of the responses he gave them were necessarily false. Ben just didn't tell them that he was from another universe and that he didn't use magic, rather absurdly-advanced technology. If he had, the Omnitrix wielder had a sneaking suspicion that they would think he was a lunatic and haul him off to an asylum.

Anyways, when the week of interrogation ended, Fairy Tail was called to Era, the headquarters of the Magic Council, to await trial. The level of anxiety everyone was experiencing was high. With just one order, the Magic Council could easily disband Fairy Tail.

Fortunately, in the end, Phantom Lord was deemed guilty and disbanded, and Master Jose was stripped of his rank as one of the Ten Wizard Saints. The Council announced that Fairy Tail's punishment would be decided at a later date, but that still didn't diminish everyone's excitement. After all, the evidence pointed straight to Phantom so no one really believed that the Council would punish Fairy Tail too severely.

A day after their trial, the Guild got back to work on constructing a new Guild Hall. However, for the Ultimate Team, something else came up that turned their attention away from building: Lucy had suddenly disappeared. When Ben, Natsu, Gray, Erza and Happy had gone to her apartment house, they discovered a note, saying,

_I will go home_

_Lucy_

Instantaneously, the team quickly climbed aboard the next train and went after her. Lucy was their friend, a member of their team. It just wouldn't be right without her. Even Ben could admit to that. Things didn't seem right without the beautiful blonde yelling at Natsu, Gray, Happy, and occasionally Ben for their idiocy.

When they finally arrived at her father's estate, they found her standing by the grave of her mother, who had passed away years prior. The Celestial wizard had explained to them that she only came back home to warn her father to never mess with her friends or Fairy Tail ever again, or he would regret it.

Ben smirked; proud that she had told her father off so aggressively; although, the teen hero was still flabbergasted when he realized just how rich Lucy's dad was. His private estate was nearly bigger than the entire City of Magnolia!

' _When she ran away, she sure left a lot behind.'_ Ben mused.

When they returned, Ben realized something. He had nowhere to stay. The Guild Hall had been his temporary home, but now, it was lying in ruin. During the interrogations, he had stayed in a tent like all the other members of Fairy Tail. In addition, the teen hero didn't have enough jewels saved for acquiring his own place…not even close! Thankfully though, Gray came through and offered him a guest bed at his place.

Of all his team members, Gray was the best choice to crash with in Ben's mind. Lucy didn't have a guest bed at her place, plus she got enough headaches from Natsu and Happy sneaking in all the time. No need to bring any more stress to her life. Erza lived in the dormitory, Fairy Hills, which was for girls only, so she was out of the question. Natsu and Happy were viable candidates; however, Ben realized that the Dragon Slayer would probably pick a fight with him again eventually if he stayed at his house.

A day later, the Ultimate Team was now participating in the construction effort. The wreckage of the former Guild Hall had been carried off and huge supplies of lumber and stone had been brought in. It was obvious this new hall would be bigger than the previous one.

Currently, all the wizards were present to aid in constructing the new building. So far, sections of stone wall had already been built around the perimeter as well as the wooden infrastructure inside.

Natsu Dragneel let out a triumphant cry as he lifted a load of heavy wooden beams over his head. But Natsu couldn't bare the weight of the heavy load; as a result, his knees buckled as he fell forward, the lumber collapsing on top of him.

Mirajane and Happy, who were standing close by, only sweat dropped at the scene.

"Oh Natsu," Mirajane sighed, exasperated.

Ben walked over to Natsu and chuckled whilst shaking his head in a humorous manner. He lifted his sleeve and tapped the Omnitrix faceplate. A green holo-wheel popped up, the top half showing alien head icons. He scrolled for a couple seconds until he found the one he wanted. He tapped the icon, allowing the faceplate to slide back and the core to pop out.

When Ben slammed down the dial, a green flash consumed his body. When the light vanished, he was replaced by a twelve-foot tall, muscular red alien with four arms and eyes, and dressed in black pants and a black sleeveless shirt with a green stripe going down the center. The Omnitrix dial was on a green and white belt strapped around his waist.

" **Four Arms,"** He shouted in a deeper, raspier voice. "Leave the heavy lifting to me, Natsu."

Four Arms collected all the timber on top of Natsu, carrying a few under each arm and walked away. As Natsu got up, he crossed his arms and huffed at Ben.

"Show-off," he muttered.

Gray walked by, heaving a single beam over his shoulder. "That's what you get for carrying too much yah moron."

"WHAT YOU'D CALL ME?!" Natsu yelled; his anger flaring up as flames shrouded his body.

"You got a problem?" Gray seethed, getting in Natsu's face as icy energy covered his form. The duo's fire and ice clashed as they got in one another's face.

"Yeah, I gotta problem with your face!" the Dragon Slayer remarked.

Lucy, who was sitting at the finished bar counter taking a short break, sighed in annoyance. "They're at it again, huh."

"Aye," Happy muffled through the fish in his mouth.

Hiding behind a stone wall, a girl with blue hair curled at the base and wearing a navy blue coat had hearts in her eyes as she ogled Gray. Juvia squealed girlishly as she cried, "Oh Gray my love! I wish you'd carry me too!"

Suddenly, before a fight could break out, a beam of timber smashed into Natsu and Gray's heads, which buried their bodies into the ground. Erza stood above them, wearing a pair of baggy brown pants, a brown shirt, and a yellow hardhat. The lumber she used to hit them was resting on her shoulder.

"Enough! No more lollygagging!" She ordered sternly. "We have a lot of work to do!"

Natsu and Gray both had big, red bumps on their heads. "Aye," they groaned in pain.

"I wouldn't want to work for Erza." Wakaba commented.

"Did she re-quip into that outfit?" wondered Macao.

Four Arms carried the lumber to Makarov, who had increased his height to at least thirty feet. He was wearing the same attire as Erza. He was putting together the wooden infrastructure of the building, and instead of using a hammer, he used his fists. When Ben dropped off the timber close to Makarov, the master looked down at Ben and smiled.

"Thank you, Ben. Say…could you help me put together this framework?" Makarov inquired. "It'll make this go a lot faster."

Four Arms smiled. "No problem."

He slapped the Omnitrix dial, and in a flash of green, was replaced by Humungousaur. The brown-skinned dinosaur-like alien increased his size to forty feet. It wasn't his full height but a few Stegosaur-like spikes did protrude from his back whilst his reptilian hide became tougher. A few Fairy Tail mages gaped at how big Humungousaur had become.

Humungousaur got on one side of the frame while Makarov was on the other. Both titans were gently hammering down a girder into a horizontal position over two standing posts. Once that was done, they picked up more lumber and started work on the next section of infrastructure.

"Geez," Wakaba staggered back in surprise from Humungousaur's growth, "Master's not the only one hard at work."

"Except Ben's working in a bigger way," Macao added.

Natsu and Gray pulled themselves out of the ground, still wallowing in pain from getting hit by Erza. "OW! That really hurt, Erza!" they simultaneously shouted.

Happy flew over to them, and asked, "You guys playing whack-a-mole?"

As Macao and Wakaba began to observe the construction site, they noticed something peculiar.

"Hate to say it, but…" Wakaba trailed off.

"It looks a little too big." Macao finished.

"We figured we might as well expand the place. I got the plans right here." Mirajane explained, holding up a big piece of paper.

"Oh yeah," said Macao.

"I wanna see." Wakaba requested.

"I liked it just the way it was!" Natsu chided.

"What's it gonna look like now?" Gray asked.

Mirajane showed them the "designs". It was a crude picture of the soon-to-be Guild Hall drawn in crayon, and it had flowers, bunnies, and fish doodled around it too. The four mages sweat dropped.

"What the?" Macao commented.

"Wow…that looks…great." Wakaba forced; a hint of sarcasm in his tone.

Natsu looked at the "blueprints" blankly. "Uh…which way is up?"

Unlike the other three, Gray had no problem saying his honest opinion on the picture. "Man, these are the worst plans ever. What idiot came up with these?"

Mira smiled for a moment until she instantly turned away and started crying. Gray waved his hands in a placating manner, trying to calm her. "Mira! I…I didn't know it was you!" he said desperately.

"You made her cry." Natsu, Macao, and Wakaba deadpanned.

"That's Gray for yah." Happy noted.

Meanwhile, behind a wall, Juvia was smiling mischievously at the scene. _'My dearest Gray is so cold to other women, yet so warm to me.'_

A half hour later, Master Makarov left for home to take care of some paperwork for the Magic Council, leaving Ben to keep assembling the building's framework. Humungousaur assembled the framework with ease. After building a few sections of the frame, Ben was starting to get a little hungry.

He transformed back and met up with Natsu, Gray, and Happy in a little secluded spot in the construction site. Ben sat on a wooden crate while Gray sat on a stack of stones. Natsu and Happy stood close by.

"Man, I'm starving." Gray mumbled.

"Me too," Ben agreed, putting a hand over his growling stomach. "I could go for some chili fries right now."

Natsu, Gray, and Happy looked at the shape-shifter in puzzlement.

"Huh," they said in unison.

Ben turned to them, arching a confused brow. It was then that he remembered that this world didn't have the comforts of his universe, such as smoothies and chili fries. Nevertheless, Ben had a plan to solve that problem in the near future.

The teen hero sighed. "It's basically cooked potato slices with chili sauce over them."

Gray blinked. "Never heard of anything like that before."

"Sounds really tasty though," Natsu added, a thin line of drool falling from his mouth.

"Aye," Happy agreed.

Without warning, a jet of water blasted into Natsu and then hit Gray. When it disappeared, the ice wizard discovered a pink metal box in his lap.

"What was that?" Ben queried.

"I'm soaked." Natsu remarked; his clothes were completely drenched.

"Look!" Happy pointed at the pink box. "A lunch box!"

"Where'd it come from?" Gray wondered.

"Who cares?! See if it has food in it!" Ben said eagerly.

The onyx haired teen opened the box, and was shocked at its contents. There was an assortment of many vegetables, fruit, and meat arranged in the shape of hearts and Gray's face. Gray's eyes bulged open as he stuttered incoherently. The others, however, reacted in the opposite fashion.

"Wow! That looks pretty tasty!" Natsu admired.

"I'll say, even though it is kind of weird." Ben commented.

"That's so cool! Your face is totally edible." Happy added.

"I can't eat this! It's just too weird!" Gray responded nervously. "I think there's some green stuff oozing out from the side."

True enough, there was a line of green substance oozing out from the side of the pink box. That still didn't deter a certain Omnitrix bearer and Dragon Slayer from wanting to eat. At the moment, Ben was hungry and didn't care if food was arranged in the shape of Gray's face. He just needed something to eat now.

"I'll eat it for yah." Natsu and Ben offered simultaneously.

Behind a stone wall, Juvia was about to break into tears. _'This is heartbreaking! I spent three whole days making that lunch for him.'_ She thought.

Out of nowhere, Erza popped up with an angry look on her face. "WHO SAID YOU COULD TAKE A LUNCH BREAK?!" She yelled, startling the three mages and superhero. Suddenly, she quickly returned to normal when she noticed the contents of the lunch box. "Hey, is that supposed to be your face made out of veggies?"

She pulled out a fork and stabbed it into the veggies that formed Gray's face, prompting Gray to cry out in horror. The ice mage watched with his jaw dropped as Erza chewed on the piece.

"Well?" Ben asked.

"Mmm…it's good." Titania replied. "I could eat the whole thing."

"Hey, save some for us." The Omnitrix hero whined.

With that said, Gray calmed down, and conceded, "I guess I should try it too."

Juvia, meanwhile, was watching the scene with tears swelling up as a vision of Gray proposing to her entered her mind.

Ten minutes later, it was lunchtime and most of the Fairy Tail mages left to get lunch at the many restaurants in Magnolia. Only a handful of wizards, including the Ultimate Team, remained at the Guild Hall work site. Erza had insisted they work a little longer before they got something to eat after that lunch box. Currently, Ben, who was changed into Armodrillo, was digging a hole for a new infrastructure post. Erza was standing by surveying his work whilst Natsu and Gray were holding said post, one on either side.

Armodrillo pulled his right arm out of the hole, certain that it was deep enough for the post. "Okay. It's ready." He gave Erza a thumbs-up.

The redhead smiled and nodded. "Thank you, Ben." She turned her gaze to the fire and ice mage. "Natsu, Gray, get the post in the hole."

The pink haired wizard put his end inside the hole, pushing it deeper into the earth. Gray was having difficulty on his end though. The deeper Natsu pushed the timber in, the higher his end got in the air. Soon it was far out of Gray's reach. However, the ice-make mage smirked when he came up with an idea.

" **Ice Make: Lift!"** Gray chanted.

After a small outburst of frosty air, a crank lift used to lift cars to replacing tires appeared, only it was made of solid ice. He pulled the lever a few times; making the left extend higher and higher until finally the post fell into place. Erza slid over a bucket of concrete and poured it in the hole while Ben held it straight.

"Good thinking, Gray." Armodrillo commended.

Natsu huffed, crossing his arms in an indignant manner. "Pft, whatever."

"Hey guys!" a cheery feminine voice called. "We're back!"

The group turned around to see Levy, Droy, and Jet. The trio had made a smooth recovery and their casts had been removed, though they still had some bandages on their arms and legs. Nevertheless, they didn't appear to be in pain anymore.

The Ultimate Team, Mirajane, Elfman, Macao and Wakaba came to greet Levy's team. After their major injuries had healed up, the trio had set out on a mission. Though the master was wary, they had convinced him that they were able enough to go.

"Levy, you're back!" Lucy said happily.

Armodrillo slapped the Omnitrix dial and reverted back to Ben. "Hey guys, how'd your mission go?"

Levy smiled brightly. "It went great!"

"Yeah, those giant plant monsters were no match for us." Droy boasted confidently.

The blue haired girl smirked. "By 'giant' do you mean little five-foot-tall rose plants that's only power were to cut people with thorns."

Droy and Jet both shrunk.

"It…it…it was still scary!" Jet inserted. "I got cut quite a bit."

"Yeah, there had to be at least a thousand of them!" Droy added desperately.

Levy sighed. "There were only like twenty of them, guys."

Droy and Jet moaned in defeat. Ben and the others simply laughed in amusement, even Erza giggled a little.

"Ooh…killer little roses!" Natsu mocked. "How scary."

"Why would someone put out a job request for something like that?" Gray asked.

"Believe it or not, those little suckers were tougher than they sound." Levy replied. The smart wizard then switched topics. "Anyways, we got a decent reward out of it, but we also got this."

Levy held up her bag and pulled out a trinket. It was in the form of a five inch long, golden trident with pointed ends. Etched into the trident were different types of silver runes. The relic was attached to a golden chain, meant to go around a person's neck. The wizards and superhero looked at the knickknack curiously.

Lucy came forward to inspect it closely. "What is it, Levy?"

Surprisingly, the blue haired mage shrugged, and admitted, "I don't know. I figured it was just some kind of trinket. But those symbols on the ornament resemble ancient magical runes I saw in a book once. I was hoping the master would know what it could be."

"The master is not here at the moment." Erza informed. "He left for his home to fill out some paperwork for the Magic Council."

"Okay, no biggie." Levy responded. "I'll just take it to storage for the time being until he gets back."

She made her way to the basement door with Droy and Jet behind her. However, as she passed by Ben, nobody noticed a small electric bolt discharge from the trinket and onto Ben's left wrist. Suddenly, tiny amounts of emerald electricity coursed around the Omnitrix. The sounds of fizzing and sparking caught Ben's attention as he pulled up his sleeve to see his watch acting strangely.

The brunette lifted a brow in confusion. _'Huh? What's going on with this thing?'_

Ben was interrupted from his musings when his stomach grumbled loudly. His stomach wasn't the only one that was running on empty, splitting the lunch box amongst the group hadn't left much for any of them. The rest of his team's stomachs began to growl as well.

"Ugh…Erza, can we go to lunch now?" Natsu whined. "I'm starving."

"Me too," Gray agreed. "I think we've done enough this afternoon, and I can't work on an empty stomach."

The redhead sighed, and conceded, "Very well; besides, I am very hungry as well."

"Aye," Happy moaned. "I need fish in my belly right now!"

"Always going on about fish," Lucy muttered.

The wizards and superhero were getting ready to leave; however, a section of stone wall in front of them exploded in a conflagration. Ben and the mages were forced to shield their faces from the flying bits of debris. They looked into the dust cloud and saw the body outlines of three individuals.

When the smoke cleared, standing in the hole of the ruined wall were three rough-looking men. The man in the center was about average height, around five foot nine. He wore a bright red coat with orange trim, black pants, and black leather boots. His hair was ash black and the bangs on his temples were tipped with red, though most of his hair was covered by the ebony tricorne hat on his head. His face was narrow and rather pointy looking. His eyes were almost glowing red, with an unscrupulous look in them.

The man to the right was tall, around six foot three, and his upper body was well-toned and buff. He wore a white shirt, a brown leather vest, brown jeans with pouches on his knees, and a pair of sandals. Like his attire, his hair and eye color was brown only a darker shade. His face was rectangular and his chin was broad.

The third man was the biggest of the trio. He stood at a towering six foot eight, and his body was just bulging with huge muscles. He wore a pair of blue shorts that reached his knees, a green collared shirt, and no shoes. His hair was all buzzed off, but it could be seen that his hair color was blonde. His face was well-rounded and his lips were bigger than the average size a normal person's lips should be. His eye color was a deep aqua blue, and held an amused yet stupid hint in them.

The Fairy Tail wizards all looked at the unknown trio with confusion and anger, the latter coming mostly from Erza and Natsu. Levy, Droy, and Jet just exited from the cellar just in time to see the present mages starring down three unknown men. But from the looks their guildmates were shooting them, they already knew they were bad.

Ben, though he was peeved at these guys for barging in and wrecking their work, was bemused at the sight of these men. Non-magic folk wouldn't even consider attacking a Guild, especially one as powerful as Fairy Tail. And these guys had a rather smug, superior expression on their faces. This made Ben wonder.

Erza growled in ire, a sword appearing in her hand as she stretched it out in the direction of the uninvited guests. "How dare you attack our Guild! Who are you three scoundrels!?"

The man in the center smirked. "Pardon the intrusion, but your Guild has something we desire." The black haired man grinned, showing off his pearly white teeth. "I am Joe Magtartus, master of the Rabid Weasels."

"HUH?" every present person in Fairy Tail said in unison.

Magtartus ignored them, and continued with introductions and gestured to the brown haired man to his left. "This here is Gordon Seismo." He then gestured to the big, shaved man. "And this is Henry."

There was an awkward pause after Henry's introduction.

"Henry what?" Wakaba asked.

"It's just Henry." Magtartus replied dryly.

"Rabid Weasels?" Ben repeated, scratching his head. "What kind of dumb name is that?"

Natsu gritted his teeth in anger as he ignited his fists with fire and charged forward. "I don't care what your names are or what stupid Dark Guild you're a part of! I'm gonna blow you three away!"

The Dragon Slayer leaped at the three, his fist cocked back. **"Fire Dragon Iron Fist!"**

But before Natsu's punch met Magtartus's, the onyx haired man held out his hand. Without warning, an orange magical circle appeared in front of him. Shockingly, a fist comprised of lava and hot, burning rocks shot out from the seal and punched Natsu in the gut. The blow sent the Dragon Slayer careening back until he smashed into another unfinished wall.

"NATSU!" Mirajane cried.

"What the heck was that?" Cana yelled, stunned like everyone else.

"He…he just shot lava at Natsu." Lucy stuttered fearfully.

"I know what that is. It's a rare magic called Lava Magic." Levy explained with her eyes wide in surprise.

Gordon attacked next by slamming his foot forward, creating a shockwave in the earth that threw a few wizards into the air before falling back to the ground hard.

"Earth Magic?!" Erza said, surprised.

Suddenly, Henry increased his already impressive size to over twenty feet. He picked up a piece of large stone debris and hurled it toward Levy's team. Levy, Droy, and Jet were quick to jump out of the way as the rock smashed the ground where they were previously standing.

"Titan Magic," Gray deduced with wide eyes.

"I'm sorry," Joe sneered at Natsu, who was picking himself out from the wall rubble. "You were gonna do what to us, little Salamander?"

Ben fixed a strong, infuriated glare at the man known as Joe Magtartus and his two companions. If this guy and his lackeys think they can just waltz in, bash up the place, and hurt his friends then they were in for a serious ass kicking.

"Listen up!" Magtartus yelled. "We have come for the Empowerment Charm! Surrender it to us and we shall leave peacefully."

The Fairy Tail wizards were all confused to what Joe was referring to.

"A what charm?" Wakaba said.

"Huh? What's he blabbing about?" Gray asked.

Erza glared intensely at the trio. "We have no idea what you're talking about!"

"Don't play dumb! I know it's here! I can feel its power close by!" he roared, the air around him became hazy as magical energy flared off his body. "Hand it over or else we'll tear what's left of this place apart!"

"I don't know what the heck you're talking about, but you just made a big mistake. Nobody messes with my friends and gets away with it." Ben activated the Omnitrix and selected an alien. "It's Hero Time!"

He slapped down the dial; however, instead of the usual green light consuming his body, nothing happened. Ben's eyes went wide from shock. He looked down at the Omnitrix; it was not responding. The other wizards stared at Ben flabbergasted. Usually when Ben slammed down that dial he turned into an alien, but right now, nothing was happening.

"What the heck?" the brunette remarked, trying to slap down the core again.

All of a sudden, the Omnitrix activated, but instead of turning Ben into an alien, his whole body was bathed in green light and electricity. Ben collapsed to his knees, letting out an agonizing yell. The energy coursing over his body felt like he was taking a shower in battery acid.

"BEN!" all the Fairy Tail mages shouted.

Before anyone could aid the jacket-wearing teen, a green bolt of lightning fired out from Ben's body and was on a direct course for Mirajane, who only stood petrified in terror.

"Mirajane!" Elfman yelled, jumping in front of the bolt and getting struck instead.

"Elfman!" Mira cried.

Suddenly, as Elfman fell to the ground, his body began to take drastic changes. His muscles bulged out and became bigger and bulkier than before, especially his upper body. Two more well-muscled arms broke out from his jacket underneath his upper arms. The most radical change, however, was his skin, which had turned red and become tougher.

Elfman groaned heavily as he steadily arose from the floor. Mirajane gasped while the other wizards stared in shock at the sight of Elfman. He was a giant, four-armed monster with red skin and four yellow eyes. The only similar trait to his human form he still had was his white spikey hair.

Happy was hovering in the air above Natsu, who had just pulled himself out from the debris of the destroyed wall. The duo's attention was immediately caught by Ben's painful yells and the green light covering his body.

"BEN!" Natsu shouted in panic.

The Dragon Slayer ran toward him frantically while Happy flew ahead. However, before they could get close, the duo was struck by green electricity firing from Ben's body. The pink haired wizard and blue cat fell to the ground, grunting as their bodies changed shape.

Natsu transformed into a hulking, broad-shouldered being with natural pink rounded armor on the back of his arms, shoulders, back, and the side of his legs. The skin in-between the plates was black while the rest of his body was white. A single black line stretched from his forehead and stopped between his gray eyes. The only thing to identify him as Natsu was the white, scaly scarf wrapped around his thick neck.

Happy's body took a drastic change as his height increased to nine feet, his tail disappeared, and his upper body became big and very muscular. Black tiger-like stripes appeared over his blue fur, his belly fur remained white, and his eyebrows became longer, pointer, and blacker. Long, black claws sprouted out from the top of his hands as well. The green knapsack on his back had also increased in size to be proportional with his bigger body.

Fairy Tail and even the three wizards of Rabid Weasels were shocked and stupefied by this scene.

"Master," Henry leaned down and whispered frighteningly, "What's going on?"

Before Magtartus could respond, he, Gordon, and Henry cried out as they were blasted by green electricity too. More emerald energy shot out from Ben's body and struck Gray and Lucy next, who were unfortunately in the wrong place at the wrong time.

Gray's height grew to six feet while his skin turned into a green exoskeleton. His body took the form of a grasshopper-praying mantis hybrid. He still had his clothes only the thorax behind him was covered in the same black material as his pants. The only attributes to his human form were his blue eyes and black hair.

Lucy shrunk into a short, chubby creature with green splotchy skin. She had six odd growths on the back of her head, but they were hidden by her long blonde hair. She had a small tail and black whisker-like marks on her face. The transformed Celestial mage still adorned her white and blue sleeveless shirt, blue skirt, her whip, and key ring.

Magtartus's body was suddenly covered in gray form-fitting body armor; however, it was slightly bulky and oven-like. The armor on his shoulders, forearms, legs, and head and the huge, circular lock on his torso were all dark green. His head was fully concealed by head armor, but orange light illuminated out from the three slits in front. On top of his helmet was his black tricorne hat.

Gordon changed into a broad, yellow-armored being that stood ten-foot-tall and strongly resembled a cross between a robot and an armadillo. His yellow head armor was shaped like a Greek Corinthian helmet with two long gray ears. He also has a gray tail and jackhammer-like parts on his elbows, wrists, and hands. Brown hair poked out from the slots for his eyes on his armored head.

Henry's body increased to over thirty-feet-tall, his muscles became bigger and broader especially his upper body, and Stegosaur-like spikes extended from his back. His skin turned into a brown, reptilian hide while his underbelly was beige. The only trait from his human form was his clothes, which had grown with him.

The very last transformation was Ben, who had transformed into a yellow, fat blob-like alien wearing only a pair of green underwear with white stripes on it. He has elephant-like feet with three toes and bear-like hands with three claws. On his forearms and head were yellow wart-like bumps. The Omnitrix dial was positioned on his bellybutton while the Fairy Tail emblem was marked in black on his left shoulder.

After his transformation, the Omnitrix had ceased firing green electricity. Ben fell to his knees and panted heavily. The agony he'd felt from before had quickly vanished, and it was an immense relief for him. However, after a moment, he began to take notice of his new form.

He moaned in disappointment and slight disgust. "Aw man! This guy is **The Worst** form I've ever seen."

Erza and the other non-transformed Fairy Tail mages started in shock and bafflement at this spectacle. Their eyes were wide and their jaws had dropped. Their friends and the three Dark Guild mages had just been turned into what appeared to be versions of Ben's aliens. But how could this be?

Magtartus groaned. That blast had stung a bit, but it was nothing he couldn't handle. However, the lava wizard did feel different. For some odd reason, Joe felt heavier and…more powerful. Finally, he took notice of the strange armor adorning his body.

' _Curious. Where did this armor come from? And why do I feel...so powerful?'_ Joe pondered.

The lava mage looked over to his lackeys and, needless to say, he was dumbfounded by their drastic changes in appearance.

Magtartus immediately turned his glare toward the short, fat yellow creature lying on the ground in front of them. He realized that the green ray was responsible for their current forms, and that it had fired from this creature.

"What did you do to us?" He demanded. "You've turned us into freaks!"

Natsu staggered toward the group; although, his now round and bulky body made it harder to walk. "Seems like an improvement if you ask me," the Dragon Slayer retorted.

Magtartus clenched his fist, and without hesitation, he held out his arm and fired a bright orange beam from his armored hand.

"NATSU!" Erza shouted as she rammed into Natsu's big body and pushed him to the ground in time to avoid the beam. Magtartus's ray struck another unfinished section of wall, instantly melting it to magma, and carved a deep trench in the ground behind it.

"HEY! Stop wrecking our Guild Hall!" Macao yelled.

"Yeah, we haven't even finished it yet!" Wakaba added.

Magtartus did not respond, he brought up his hands to his face and appeared to be studying them keenly. He had only meant to fire a low-powered shot; however, his attack had melted an entire stone wall! The Rabid Weasel master couldn't do that while holding back before. Whatever had happened to him had definitely increased his powers.

All of a sudden, a light-bulb came on in Magtartus's head as he came to a realization. He addressed his men. "Gordon, Henry…I'm not sure what has happened to us but whatever it is, it has increased our magical abilities."

The now dinosaur-like creature and yellow-armored armadillo looked at Magtartus.

"I feel it too, Master. So…do we still want the Empowerment thingy?" Gordon inquired in a deep voice.

Magtartus didn't have to think very long to answer. "Of course! Just think, my boys…if we use the Empowerment Charm on our already enhanced bodies…nothing can stand in our way, not even the Magic Council." Though his face was hidden by his grill, anyone could tell that he was grinning evilly.

Gordon and Henry both sneered as well. The three transformed Dark Guild wizards took fighting stances.

Gray examined his new body with wide eyes and a gaping mouth. "What the hell?! What am I?"

"AAWWWW!" Lucy shrieked, prompting a few mages to cover their ears in pain. The former beauty looked at her short, chubby green body in utter trepidation and disgust. "WHAT HAPPENED TO ME? WHY AM I SO UGLY AND GREEN AND SHORT! OH NO…IT'S THE CHANGELING THING ALL OVER AGAIN…ONLY THIS TIME IT'S A LOT WORSE!"

Ben glanced over at Lucy, and countered, "YOU?! How do you think I feel!" He slapped the Omnitrix again and again, but was met with negative results. "What's up with this thing? Oh man…this is the worst malfunction ever."

"Listen up, Fairy Tail!" Joe roared. "This is your last warning! Hand over the Empowerment Charm now!"

Erza pointed her sword at Magtartus, her eyes blazing with fury. "We have no idea what this Empowerment Charm is!"

"You continue to lie? So be it," Joe glowered. "Men…take them down."

The three split up and charged in separate directions. Gordon headed toward Natsu, Henry ran to Elfman and Happy, and Joe took on Erza and Gray. Ben realized that in his current form, he was completely useless and a liability. With his short stubby legs, he dashed away from the imminent fighting.

But after running ten yards, he stopped and took a breather. He was pretty winded after a short distance. His fat body made it hard to run or do anything. "Crap! This…form…is…useless!" He gasped for air in-between each pause.

Natsu groaned in frustration as he tried to get back up, but his back was just too heavy. He tried countless times trying to push himself up but to no avail. After a moment, he got smart and rolled over on his stomach and used his arms to pick himself up. When he finally got up, he spotted Gordon stopping a few meters in front of him, ready to fight.

"Hey Ben, isn't that the drill guy you used when we broke the temple on Galuna, and when you dug that hole a while ago?" Natsu asked.

"Hmm…drills?" Gordon looked at his new mechanical hands and concentrated. To his surprise, his hands shifted into spinning drills. "Oh, thanks for the tip."

Gordon punched the ground and created a seismic wave that headed toward Natsu. The eruption of earth sent the now round bodied Natsu flying back until he smashed into an infrastructure post.

Ben sweat dropped, dumbfounded. "Don't tell him what he can do!" he admonished Natsu's idiocy.

Meanwhile, Erza re-quipped into her Flame Empress armor and engaged Magtartus. She let out a cry as she reared back her sword, preparing to bring it down on her opponent. Magtartus reached out and grabbed her flaming sword with one hand! To Erza's surprise, her blade didn't even scratch his armor.

The grill on Magtartus's face glowed brightly and, before she could react, an orange beam fired out and hit Erza. She cried out in pain as she went careening back.

"Erza!" Gray shouted.

He glared at the lava mage and got in a stance, placing his right fist over his open left palm. **"Ice Make: Lance!"**

Gray fired a barrage of icy lances at Magtartus; however, the Rabid Weasel master simply held out his arms and shot a radioactive beam. The lances were melted and evaporated into steam as soon as they came in contact with his ray.

The ice wizard's eyes widened further. He then mentally slapped himself on the face. He remembered this form. It was a version of Ben's NRG form. Ben had used it to melt Lyon's ice attacks back on Galuna Island, which meant his own ice wasn't going to have any effect on this guy.

"You're no match for me, insect." Magtartus said smugly.

He fired another energy beam, but out of instinct, Gray leaped nearly thirty feet in the air to avoid the beam. The transformed ice mage landed behind Magtartus, and then jumped at him. Gray rammed the lava wizard in the back with his forehead. The attack was strong enough to make Magtartus stumble forward and fall to his knees.

Gray took a moment to look at himself again. "Whoa. I can jump really good now, can't I?"

Magtartus recovered quickly and turned to face Gray. As Gray was busy observing his new body, the lava mage shot an energy ray from his grill. Gray went flying back from the blast, knocked into semi-consciousness.

Across the construction site, Elfman and Happy were facing off against a very big Henry, who strongly resembled Ben's Humungousaur form. Elfman glared at the brown-skinned dinosaur through his four yellow eyes.

"Look here, you may be bigger than me, but that doesn't mean you're manlier than me!" Elfman shouted heatedly.

Elfman cocked back his fists; however, since he was unexperienced with his extra arms, he accidentally swung back and hit Happy instead. Happy turned to him and growled angrily.

"Hey! Let me tell yah something Elfman Strauss, real man of Fairy Tail, Happy doesn't care how many arms you've got! Happy will take you down with both hands tied behind my back, then Happy will rip off your arms and tie those behind my back too!"

Elfman sweat dropped and blinked all four eyes in confusion. "Wait, what? That made no sense."

Happy narrowed his eyes at the four-armed Elfman and yelled, "I KNOW!"

Suddenly, Happy leaped at Elfman and tackled him to the ground. With his arms held behind his back, Happy began to head-butt Elfman repeatedly with strong force, keeping true to his word.

Henry, meanwhile, watched the scene in amusement. He chuckled lowly. "Ha-ha, funny kitty."

Lucy hid behind a table turned on its side with Levy. She was too scared to fight those three wizards that appeared to be transformed into versions of Ben's Take-Overs, especially in her current condition.

"OH…I'M SO SCARED! WHAT DO I DO? I CAN'T DO ANYTHING! I'M WEAKER NOW THAN EVER!" Lucy screamed.

"Lucy, calm down!" Levy exclaimed. "You're not useless. This form must have some kind of ability that can help the others."

Lucy turned to the blue haired girl, and asked, "Like what? Other than being totally gross."

Lucy's eyes then caught sight of a pile of stone reserved for constructing the walls. She licked her lips; for some reason, she felt quite hungry right now. Instinctively, she opened her mouth and allowed a few tentacle-like tongues to extend out and wrap around a few big stones. She pulled the oversized rocks into her mouth and amazingly swallowed them whole!

Levy's jaw dropped in awe. "You…you just ate four two-hundred pound stones!"

The Celestial mage slumped her shoulders and moaned. "Terrific…I can eat things bigger than me." she said sardonically.

Suddenly, Lucy felt her blobby stomach gurgle and growl. Without warning, she belched out four giant, green globs which hit the ground in front of Gordon, and ignited into powerful emerald explosions. The earth mage turned Armodrillo went flying back and landed back a few meters, smoke billowing from his armor.

The two girls starred dumbfounded. Levy was the quickest to recover as she kneeled down and patted her friend on the back with a smile. "See? You're not useless after all!"

"ARE YOU KIDDING ME?" Lucy cried, waving her short arms around indignantly. "Exploding puke! EEEWWW!"

Natsu stood up again, rubbing his aching head. He walked close to Lucy and Levy's position, and commented, "Are you kidding, Luce! That's awesome!"

Magtartus fired two beams from his facial grill at Droy and Jet, who attempted to charge at him. Behind the armor, the Rabid Weasel master smirked in satisfaction. He felt so strong and powerful, yet he had a feeling he had barely scratched the surface of what he was truly capable of.

"I don't know what you Fairy Tail wizards did to me, but I love it!" Magtartus yelled, firing an orange beam from his hand.

Suddenly, the ground between him and his opponents turned into a trench of molten lava from which no one could go near.

On the other side of the lava trench, Ben who was stuck in the form of The Worst, glanced around at the fight in concern. His friends and enemies have apparently been changed into versions of his transformations. Natsu had become Cannonbolt, Gray-Crashhopper, Happy-Rath, Elfman-Four Arms, and Lucy-Upchuck. Joe Magtartus, the apparent leader of the Rabid Weasels had been transformed into NRG, Gordon the earth wizard-Armodrillo, and Henry the titan wizard-Humungousaur.

How could this have happened? The Omnitrix has never acted this way before.

The short, yellow fat alien continued to watch his friends get beaten easily by the three, super-charged Rabid Weasel mages. Ben noticed that the aliens they had turned into matched perfectly with their specialties in magic; thus making them a lot stronger.

"This…is not good." Ben noted. "What can I do? The Omnitrix is out of commission, and I'm stuck like this!" He pulled on his flabby, yellow face for emphasis.

Suddenly, Ben felt a large hand wrap around his soft body and lift him up. Ben grunted as he fought against the strong grip, but it was pointless. He turned his gaze on Henry-turned- Humungousaur, who was smirking at him.

"Ooh! Look! A squeaky toy!" Henry squeezed Ben's body, causing the yellow alien to squeak loudly. The titan mage, who appeared to be low on the IQ scale, continued squeezing The Worst's body. "Ha-ha-ha, funny squeaky toy!"

The Worst groaned in discomfort as his body was squished tightly. "I…am…not…a…squeaky…TOY!" his body squeaked between each pause.

Magtartus turned his gaze to Henry. As soon as he spotted what was in his grasp, he smiled wickedly. He could demand all day for the Empowerment Charm and these Fairy Tail flies still wouldn't hand it over to him. But, Magtartus figured that if he held one of their own captive, then they'd have no choice but to surrender the relic.

"Henry, Gordon, disengage and stand by me!" Magtartus ordered. "And Henry, keep your grip on that thing in your hand."

The three wizard-turned-aliens ceased attacking the few Fairy Tail mages present and stood behind their master. Erza, who had just recovered from taking a radioactive beam to the abdomen, stood in front of the lava trench with her flaming sword held up. She quickly spotted Ben in the grasp of Henry.

"Release him this instant!" Erza commanded angrily, pointing her sword at Magtartus.

Magtartus rested his hands on his hips. "You are in no position to give us orders, Miss Titania." The Rabid Weasel master then spoke louder. "Now listen carefully, I want the Empowerment Charm and I know it's here! So here's how it's gonna be."

He gaze traveled to the Fairy Tail wizards who had been transformed into various creatures. He observed that they had no idea how to control their new bodies, which meant they could not engage them without losing. They were the perfect ones to bring him the object he desired.

"You five," pointing to Natsu, Gray, Lucy, Happy and Elfman, "you will bring me the charm at the old abandoned sawmill alongside the North River in the East Forest. I want it no later than midnight tonight."

"Why is it always midnight?" Natsu-Cannonbolt muttered as he scratched his head.

"Very well! Ten-o-clock then!" Magtartus exclaimed, overhearing the Dragon Slayer's comment.

"Natsu," Erza growled fiercely as her eyes glowed red, prompting him to yelp in fear.

The lava wizard continued in a threatening tone, "If you five bring anyone else with you or if you're even a second late, then your little plushy friend here becomes barbecue."

Erza had had enough as she leaped over the lava trench with her sword cocked back to its zenith. Even Natsu got in on the action as he instinctively rolled up into a pink ball and rolled forward; however, after a couple meters, he uncurled and lay on his back. His gray eyes were swirling and he looked ready to hurl at any moment.

"Seriously?!" Gray shouted incredulously. "You only rolled like two feet and you're already sick!"

Erza let out a cry as she held her sword over her head. Unfortunately, before the armor-shifting wizard could get to the trio, Magtartus's body illuminated brightly until a white flash blinded everyone. When the light disappeared, the ground shook when Erza's sword struck nothing but the earth.

The redhead's eyes immediately widened from surprise; this Joe Magtartus possessed teleportation magic as well?! She looked around and there were no signs of Magtartus, Gordon, Henry, or more importantly, Ben.

Titania glanced back at her friends-turned-aliens with a frown. The situation was not good at all.

…

**East Forest**

The North River cut through the lush woodlands of the East Forest, which were situated outside of Magnolia. Built alongside the river was an old, ragged stone mill. In the water was a wooden paddlewheel, which used to supply power to the mill; however, the wood was decayed and falling apart. Bits and pieces of the outside were cracking off, and layers of moss and various flora were growing on the outside walls.

The inside of the old sawmill was just as bad as the outside. Wooden girders across the roof were old and nearly rotten, barely managing to hold the roof up. The room was filled with rusty decommissioned saw machines, empty keg barrels, chairs, tables, and stacks of old lumber. Apparently, the mill had gone bankrupt years ago and led to its abandonment.

Suddenly, white light flashed in the building. When it disappeared, standing in the large room was Magtartus, Gordon, Henry and Ben. The latter was still being held in Henry's grip. Magtartus stepped away from his companions, taking a moment to focus on his powers. He concentrated and summoned heat into his hands, causing the armor surrounding his palms to turn bright orange.

"Incredible," Magtartus-NRG remarked, "I've never felt so powerful before."

"Master," Gordon-Armodrillo spoke up, "do you really believe it was wise to leave Fairy Tail without the charm? I mean, what if that entire Guild comes for us?"

The lava mage-turned-alien faced his subordinate. "If we had stayed longer, it would've only been a matter of time before more Fairy Tail wizards and Master Makarov showed up. We do not know our newly gained powers well enough to fight an entire magical Guild."

Gordon nodded in understanding.

"As for your second question, I do not believe they will risk harm to one of their own." Magtartus explained. "But we must remain vigilant."

Henry chuckled as he squeezed Ben some more. "Ha-ha, those Fairy Tail mages can all attack me at once and I'd still squash them all!" he boasted.

Ben smirked. "Don't be so sure of yourself, doofus. If there's one thing you don't wanna do, its underestimate Fairy Tail."

Gordon scoffed. "With our new powers, your friends have no chance against us. The five that got transformed too don't even know how to use their abilities."

"Yes," Magtartus inputted, "which is exactly why I demanded that only they could bring the charm to me. They are no threat to us."

Ben laughed. "Wow! I never knew you could tell jokes, but that one's a riot!"

Magtartus approached Henry and looked up at Ben trapped in his huge grip. "Watch your tongue, plush toy." The lava mage warned. "I could kill you with ease…right…now." His grill began to glow brightly to make his point clear. "However, I would also lose my bargaining chip with your Guild. So, for the time being, I want you out of my sight."

He looked around the room for a moment until he spotted something on the ground close by. The armored mage walked over to pick up an empty barrel and pulled off the lid.

"Henry, hand me that squishy creature." Magtartus ordered.

Murmuring quietly about not getting to play with his 'squeaky toy', the wizard-turned-Humungousaur handed Ben over to his master. Magtartus grabbed Ben by the flabby skin on his back and then stuffed him in the barrel.

"HEY!" Ben yelled.

The lava wizard then slammed the lid back on the barrel. Ben banged on the barrel walls, demanding to be let out, though his voice was muffled. Magtartus ignored his captive and sat on the barrel; it surprisingly held the weight of his new armor.

"You two guard the perimeter in case of a surprise attack." The Rabid Weasel master ordered.

"Yes master," the two wizard-turned-aliens replied.

As they walked out of the mill, Magtartus was left to contemplate. _'Soon…once I have the Empowerment Charm, nothing will stand in my way from gaining everything I desire.'_ He thought.

…

Back at the unfinished Fairy Tail Guild Hall, most of the present mages were beginning to panic. Why shouldn't they? Three wizards of an unknown Dark Guild had been turned into versions of Ben's aliens, making them very strong. In addition, they'd kidnapped Ben and threatened to kill him if they don't get something called the Empowerment Charm.

"Oh no, this is bad!" Levy panicked.

"Bad? BAD?!" Natsu shouted indignantly. "This is horrible!"

"We've been turned into these…these…THINGS!" Gray added.

"And the worst part is they've got Ben." Lucy said.

Hiding behind an incomplete wall, Juvia placed her hands over her mouth in horror and misery. "Oh no! My handsome prince has been cursed! Oh, how cruel this world is." She cried, a river of tears falling from her eyes.

Meanwhile, Elfman got up from the ground, where he and Happy had previously fought. He was rubbing his sore head and then fixated a scowl at a certain blue cat-turned-alien. "Real men fight with their fists, you cat! They don't slam their heads into their opponent's head repeatedly!"

Happy looked back at Elfman-Four Arms, and yelled, "Let me tell yah something, Elfman Strauss, real man of Fairy Tail, Happy is not a man! I'm the cat that's all that! I'm…the HAPPY ATTACK!"

Macao and Wakaba glanced back and cocked a brow. "Happy Attack?" the latter repeated. "That's lame."

"Aye," Macao agreed before slapping his forehead. "Great…now I'm starting to talk like Happy."

Natsu clenched his big fists in ire. "I'm gonna make those Rabid guys pay for what they did! They think they can just thrash our Guild Hall and steal our friend and get away with it?!"

"And what would you do about it? Roll up it in a pink ball?" Gray mocked sardonically. "Ooh, how scary."

The pink version of Cannonbolt glared back at the grasshopper-praying mantis hybrid that was Gray. "Scarier than a grasshopper with black hair, who happens to be in his underwear!" he retorted.

Gray immediately freaked out when he realized his pants were gone. Before the two could argue further, another timber post slammed into their heads, courtesy of Erza. The blow knocked Gray to the ground whilst the post merely broke against Natsu's armored head, though it did hurt him a bit.

"ENOUGH!" she yelled, her eyes blazing with fury. "We don't have time for this, you two." Erza let go of the lumber and swiftly re-quipped into her Heart Kreuz armor and got everyone's attention.

"Everyone, calm down," Erza commanded loudly, "panicking is not going to solve anything!"

Happy growled and approached Erza, pointing a finger at her. "Let me tell yah something, Erza Scarlet, strongest woman in Fairy Tail, nobody tells Happy what to do! Happy will tear all your armors apart and crush 'em into a tin can. Then tear that tin can apart and crush it… into a smaller tin can!"

Everyone in Fairy Tail sweat dropped at Happy's bold statement. Erza starred at the blue tiger-like cat in disbelief. No one had ever dared talk to her like that. She was surprised that Happy was the first one.

"What did you say?" Erza growled, her anger steadily rising.

"What's going on here?" an elderly voice asked.

The Guild turned to see Master Makarov standing at the unfinished entrance of the building. He was wearing a white shirt, orange pants and jacket, and an orange/blue stripped jester-like hat. He glanced around at the damage done from the fight between the Rabid Weasels and Fairy Tail, frowning.

The dwarf-sized master then noticed that Natsu, Gray, Elfman, Happy and Lucy had…new looks. Talk about déjà vu, except instead of switching bodies, this time, their own bodies had been transformed.

"Master," the Fairy Tail mages yelled together as they ran toward Makarov, the wizard-turned-aliens at the head of the pack.

"Hmm…" he looked at the five transformed wizards, and quipped, "I can see you kids aren't feeling like yourselves…again."

"Ha-ha," Gray crossed his arms over his chest, unamused.

Makarov's expression then became serious. "What happened here?" He asked evenly.

Erza explained chronologically how the Guild was suddenly attacked by the Rabid Weasels, Ben's Omnitrix going haywire and turning mages on both sides into versions of his transformations, and finally Ben getting kidnapped and held for ransom. She also mentioned the object they were after, the Empowerment Charm, and stating that if they didn't get it by ten tonight they would kill Ben.

Makarov's eyes widened at the mention of the Empowerment Charm. He hummed attentively, and responded, "The Empowerment Charm…yes…I believe I can feel its power nearby."

"Huh?" everyone remarked simultaneously.

"You mean that Empowerment thing-a-ma-jig is actually here?" Gray inquired.

"Wait a minute," Levy said as she held her chin in contemplation. "I wonder."

Before anyone could question her, the lithe girl dashed toward the cellar door. A minute later, she came back with the same golden trident trinket from earlier.

"When we finished our mission, we receive this along with our reward. I thought it was just a trinket, but…"

"That is no trinket." Makarov interrupted, extending his hand to hold it. Levy placed the object in his hand, allowing him to scrutinize it keenly. "This is it alright. The runes engraved on here are from an ancient language, they stand for words along the lines of 'growth' or 'increase' or…"

"Empowerment," Levy finished.

Makarov nodded. "Yes,"

"What? What do you mean?" Natsu asked, confused. "What is this thing, and why did those three creeps want it so badly?"

"The Empowerment Charm is true to its name. It increases the magical abilities of any wizard who wields it tenfold." He answered.

The group's eyes widened exponentially. Now they understood why the Rabid Weasels wanted that charm so much. Any magical relic with power at that caliber would definitely be on the list of items to acquire for low-lives.

"But I don't understand. Their powers were already increased when they got transformed like us." Lucy said. "Why would they still want the Empowerment Charm, even though they're stronger?"

Erza glowered. "They're like any other Dark Guild. They seek power so they can use it for their own personal gain and to harm others."

"Which is why the Empowerment Charm cannot fall into their hands," Makarov said.

"What about Ben?" Lucy asked, worriedly.

Erza turned to them, a determined look on her face. "We will rescue him and take down the Rabid Weasels."

"How? It's kinda hard since we're stuck in these forms!" Gray pointed out.

"Not necessarily," Levy gained their attention. "Maybe you can use your newfound powers to your advantage. Like the Rabid Weasels did earlier."

Erza nodded in agreement, and then turned to face the transformed wizards. "If we're going to save Ben, then you five must learn how to use your new abilities."

The five looked at each other for a moment and grinned mischievously, except for Lucy. As soon as she saw the other's facial expressions, her eyes widened.

"Oh no," she mumbled.

Natsu pumped his fist in the air. "ALRIGHT IT'S TIME TO START TRAINING!"

"Aye sir," Happy agreed.

The Dragon Slayer-turned-Cannonbolt honed his sights in on an unfinished stone wall. He smirked as he ignited his left fist with fire. He crouched low and jumped. **"Fire Dragon Iron…"**

He couldn't complete his proclamation due to falling straight back into the ground. In response, almost everyone laughed at the fire mage.

"What was that supposed to be?" Macao cackled from the bar.

"Did he mean to do that?" Wakaba wondered.

Gray smiled while shaking his head. "Natsu, you idiot, you're too heavy to jump high." His smile then turned smug. "As for me…"

Suddenly, Gray-Crashhopper crouched low before leaping high into the air, nearly fifty feet. As he descended, he aimed right for the incomplete wall that Natsu had been targeting. Before he hit stone, he put his right fist on top of his open left palm.

" **Ice Make: Shield!"** Gray chanted.

An icy, crystalline shield appeared out of his magical seal. The ice mage used it as a battering ram to hit the wall, promptly smashing it to pieces.

Makarov paled whilst his jaw nearly dropped to the floor. "WHAT ARE YOU DOING?! YOU CAN'T TRAIN HERE!" he screeched, waving his arms around.

Macao sighed. "I should have known they couldn't wait till the Guild Hall was rebuilt before they started destroying it again."

Fairy Tail's master was ignored as the transformed wizards continued bashing the uncompleted Guild Hall. Natsu got up and quickly spotted a stack of lumber across the site. The pink colored Cannonbolt held up his large hands to his face, taking a moment to think. He quickly remembered that this was the form that Ben had used to defeat him in their fight a month ago.

He recalled that this Cannonbolt form could roll up into a near-invulnerable wrecking ball, which could crush almost anything in its path.

Natsu grinned brightly when an idea came to mind. He rolled up into a pink ball again and shot forward. After twenty yards though, Salamander uncurled into his bipedal mode. His eyes were swirling as his motion sickness had returned. However, Natsu amazingly shook it off and regained his bearings quickly.

' _That's odd. I went much further than the first time, and I don't feel as nauseous as before.'_ Natsu thought.

Shaking off his motion sickness, Natsu curled back up into his ball form and accelerated forward. This time though, he did not get as queasy as the last two times. He was okay enough to continue on. A few mages in Natsu's path cried out as they jumped to the side to avoid the giant pink ball.

When Natsu came close to the lumber stack, he yelled, **"Fire Dragon Cannonball!"**

Without warning, Natsu-Cannonbolt's ball form was covered in flames. The stack of timber exploded, instantly reduced to ash and burning wood as the pink flaming ball crashed into it.

"Whoa," Cana remarked. She was surprised enough to set her beer mug down. "He can set his ball form on fire?"

"And it seems Natsu isn't motion sick anymore." Mirajane noted cheerfully.

"He's a flaming cannonball!" Macao, Wakaba, Jet and Droy shouted at once.

Natsu continued to roll around in his ball form, thrilled that he was finally cured of his motion sickness. Gray kept jumping from a infrastructure post, to an unfinished wall, and the ground and back. He had to admit, though he looked like some kind of bug abomination, he certainly enjoyed jumping like this.

A robust, four-armed Elfman and a brawny Happy took a stance against one another, both smirking smugly. "I'm gonna show how yah how a real man fights, cat!" Elfman exclaimed, popping all four knuckles.

Happy pointed at Elfman, and stated, "Let me tell yah something, Elfman Strauss, real man of Fairy Tail, Happy doesn't need to know how a real man fights! Cause Happy fights better than any real man anyway!"

With their boasts out of the way, the duo charged at one another. Happy ran on all fours like an actual tiger before standing up and leaping at his opponent. Elfman reared back both of his right fists while Happy cocked back his own. When the two met, a small shockwave was created as the two powerhouses crashed into each other.

Meanwhile, Lucy and the normal wizards stood by and watched in awe and shock as the four mages exercised their new power. Erza, however, only observed them with her arms crossed over her armored chest and a neutral frown on her face.

"Whoa," Levy sweat dropped, "they sure are getting into it."

She flinched when Natsu, in his flaming ball form, and Gray, with an ice shield in front of him as he jumped, collided with one another. Both went flying backwards from the impact.

"As they should be," Erza asserted. "If we're going to rescue Ben, they must learn how to use their new bodies."

Lucy and Levy both looked at the redhead in confusion. "Wait, 'we'?" The latter implied. "You're going with them?"

Erza looked at the blue haired girl, and replied, "Of course. I'm not sitting by while my teammate is being held captive and is in danger."

"But Erza, didn't yah hear what that Magtartus guy said? If Natsu, Gray, Happy, Elfman and I bring anyone else with us, he'll kill Ben." Lucy said.

The Queen of the Fairies huffed lightly as she replied, "Don't worry. I have a plan; besides, I have to go with you. Ben would come to mine or any of our aid if we needed it."

Lucy and Levy both nodded in agreement, though they couldn't help but wonder what Erza had planned.

…

The day had gone by and nighttime had already arrived. The stars were twinkling while a waxing gibbous moon glowed brightly in the dark sky. Erza was leading the five transformed wizards along a worn trail in the East Forest that lead to the old, abandoned sawmill. They were still ten minutes away from their destination.

The group had spent all day training and learning how to control their new bodies. The work paid off as they had all finally learned how to wield their powers to a formidable extent around late evening. However, the incomplete Guild Hall suffered setbacks from the group's learning session.

Lucy was lagging at the back of the group. Her short, stubby legs made it hard to keep up. "Aww…this bites. I hate being like this." She moaned gloomily.

"Don't sweat over it Lucy. Once we save Ben and take down these Weasel jerks, we'll be back to normal in no time." Gray assured.

"How do yah figure?" Natsu asked, unconvinced.

Gray glanced back. "What do you mean? Ben's watch changed us into these things. I'm sure he can change us back."

"Then why didn't he do it when the Rabid Weasels were attacking the Guild Hall?" Elfman pointed out. "I didn't see much, since I was being head-butted by someone." He shot Happy a glare. "But I could tell that he was having some kind of trouble with his watch."

"Meaning?" Gray asked.

"Meaning that he probably doesn't know how to fix this." Elfman answered grimly.

"What? NO! I can't…uh…we can't be stuck like this!" Lucy exclaimed.

"Let me tell yah something, Lucy Heartfilia, Happy loves being strong, mean, and powerful! Happy doesn't want to go back to being small and weak." Happy yelled, flexing his arms for emphasis.

"Enough!" Erza ordered, silencing the team. "None of that matters right now. We'll cross that bridge when we get to it, but right now our friend is in trouble and we must rescue him."

They looked at each other and nodded. As they continued down the path, Natsu asked, "Hey Erza, what is this plan of yours anyway?"

Before she could answer, the trail led the group to a thick patch of bushes. She gave them a hand signal, telling them to be quiet. Erza peeked through the foliage and spotted the old sawmill five hundred yards ahead through the forest.

She turned back, and whispered, "The sawmill is just up ahead. Lucy," she looked down at the small, green-skinned creature that was Lucy. "I need you to summon Virgo."

Lucy looked at Erza curiously. "Why?"

The redhead just narrowed her eyes, and lightly growled, "Just do it."

"Aye," Lucy squealed fearfully. She pulled off one of her golden keys from her key ring and held it out. **"Open, Gate of the Maiden: Virgo!"**

With the sound of a bell, a curvaceous pink haired maid with shackles on her wrists emerged from the ground. Virgo glanced down at Lucy and bowed; amazingly, she seemed unaffected by Lucy's transformation.

"You summoned me, princess? What can I do for you?" Virgo asked.

Everyone paused for a moment, confused as to why Virgo was acting as if nothing was wrong.

"Wait a second; you're not the slightest bit shocked that Lucy and the rest of us look like this?" Gray inquired incredulously.

Virgo glanced at Gray, and replied, "It is not my place to question how my master wishes to look like."

"I didn't wish to look like this!" Lucy hissed angrily.

"Virgo," Erza approached her, "Natsu once told me that he was pulled into the Spirit World when you were summoned somewhere else, is that correct?"

Virgo nodded. "Yes, by holding on to me he too passed through the gate."

Titania smiled. "Perfect."

…

Inside the sawmill, Magtartus was pacing side-to-side impatiently, muttering words too low to be heard by the others. In the last few hours, Magtartus had called upon the rest of the Guild in case of a possible attack. Nearly two dozen Dark Guild mages were in the building. Some were sitting on old barrels and stacks of lumber while others fought hand-to-hand for fun.

One of the wizards timidly approached his armored master, and asked, "Master, pardon me but…shouldn't the Fairy Tail wizards have been here by now?"

Magtartus ceased his pacing and turned to him. The mage took a step tentative step back. The glowing grill on Joe's helmet was kind of frightening.

"Patience, they're coming. I can feel the Empowerment Charm growing ever closer." Magtartus responded, clenching his right fist.

Right on cue, the main doors to the building opened. Henry and Gordon walked in with Natsu, Gray, Elfman, Happy and Lucy in-between them. The five mages looked over the old building and many wizards who were obviously Rabid Weasel members. Needless to say, the team wasn't impressed.

"They're here, master." Gordon said.

"This is your Guild Hall?" Natsu asked, unimpressed.

"We don't have a permanent headquarters. We're a nomadic group." Magtartus said. He stepped forward and paused as he scanned for the object he desired. "The Empowerment Charm, where is it?"

Lucy reached for her skirt pocket and pulled out a golden trident with silver runes engraved on it, connected to a golden chain. "Here. We kept our end of the bargain. Now let Ben go."

Magtartus glanced back at his followers. "Hey, throw that barrel over to me!"

A wizard picked up a wooden keg barrel and tossed it at his master. The Rabid Weasel master caught the barrel with both hands and sat it down. He ripped off the lid and pulled out Ben, who was still trapped as The Worst.

Ben groaned as he rubbed his head. "Hey man! I was taking a nap!" When his blurry vision refocused, he saw his transformed friends standing before him. "Guys?"

"Here he is. Now, give me the Empowerment Charm and I shall relinquish this plush toy to you." Magtartus stated.

Lucy walked forward, holding the golden trinket in her hand. As the transformed Celestial mage grew closer, Ben noticed the Omnitrix began to throw out sparks once again.

"Wait! Don't give that…whatever it is to him!" Ben protested.

"Quiet you," Magtartus seethed, tightening his grip on Ben's flabby skin.

Lucy stopped in her tracks, and smirked. "Jinx!" She quickly pulled out a key and yelled, **"Open, Gate of the Maiden: Virgo!"**

After the sound of a bell dinging, Virgo appeared out of thin air along with Erza, who was holding onto Virgo's shoulder. The redhead exhaled sharply as she breathed in much needed air. "That was…uncomfortable." Erza noted.

Magtartus took a few steps back in shock. "What just happened?"

"Re-Quip!" Erza shouted. All of a sudden, her body was shrouded in golden light as her armor disappeared. When the flash died away, Erza was attired in her Heaven's Wheel armor. Without warning, she reared back the sword in her hand and threw it. It struck Magtartus's arm, though it didn't pierce his armor, it did make him drop Ben.

"Attack!" the redhead commanded.

"OH YEAH!" Natsu roared, holding up his arms in a 'power up' fashion. "I'm all fired up!"

Natsu rolled into a pink ball and ignited flames all over his body. He shot forward like a bullet, and yelled, **"Fire Dragon Cannonball!"**

Gordon was too slow to react as the flaming pink ball slammed into him. The non-transformed dark mages ran out of the path of Natsu, crying out in surprise.

"Hey! Let me tell yah something, Natsu Dragneel, Son of Igneel, you better save some of the beat-down for Happy!" the blue, humanoid tiger-like cat charged after him. He managed to knock out a few Rabid Weasels while running to him.

Meanwhile, Gray and Elfman engaged Henry. Gray jumped high in the air and rammed his thick skull into the Humungousaur-like mage, making him cry out and stagger back. Elfman jumped up next and delivered two wicked right hooks, at the same time! The blow sent Henry flying back and crashing into the floor a few meters away.

"Oh yeah! Payback time!" Elfman proclaimed.

Erza and Lucy took a stance in front of Magtartus, who appeared to be radiating more heat. No doubt from the rage he was feeling.

"You tricked me!" he yelled.

"Lucy, it's up to us to stop this man." Erza stated, shocking Lucy.

"UH? Us? Fight him?" She exclaimed worriedly.

"It's a shame I'll have to burn that precious face of yours, Titania. On the other hand, I have no problem destroying that small, hideous creature standing by you." Magtartus remarked.

After that comment, Lucy glowered at him in indignation. "Okay, I'm in! This punk is going down hard!" she said determinedly.

As the fight waged on, Ben ran out of the way and took cover behind a few barrels. He peeked his head out from the side to survey the battle. Needless to say, Ben was impressed with how well his friends had adjusted to their new powers. They seemed to have mastered, or at least come close to that level, them already.

Ben tapped the Omnitrix dial again, but it did not respond. "Oh c'mon! I gotta help them! Why won't this stupid thing work?" He sighed. "Man, I could really use Azmuth's help right now."

Happy sprouted a pair of white, angel-like wings from his back and soared at Gordon. The earth mage was taken by surprise when Happy delivered a powerful right hook into his face. He slid back from the punch, but managed to stay upright. An angry Happy let out a yell as he flew at him again.

This time, Gordon was prepared as he cocked back his right jackhammer-like arm. When their fists met, a shockwave was created and Happy was sent flying back through the wall. Before the Armodrillo-like mage could continue his attack though, Natsu jumped at him from behind, intending to tackle him.

However, the earth wizard was ready as he pulled out his drills and swiftly dug into the ground to avoid Natsu's tackle. The second his body hit the ground, Gordon blasted back up with Natsu held above him. He tossed the Dragon Slayer-turned-alien aside, resulting in Natsu's body crashing into the wall and a pile of rubble falling on top of him.

A short moment passed before the debris went flying as Natsu charged out. He punched his fists together, summoning a fiery magical circle.

"I'm gonna blow you away!" His cheeks on his wide face expanded. **"Fire Dragon Roar!"**

A torrent of flames shot out from Natsu's mouth and headed straight for Gordon. The earth wizard dug into the ground again to elude the attack. The pink Cannonbolt turned his body side-to-side, looking for his foe.

"Where the heck did he go?" he asked no one.

Suddenly, the ground beneath him shook. Gordon then blasted out of the ground and punched Natsu in the back. He went careening forward until he landed on his front side.

"Idiot," Gordon muttered smugly. "You and your cat are no match for me."

Without warning, a primal yell caught Gordon off guard. He turned to the source only to be tackled by Happy.

"Let me tell yah something, Gordon Seismo, earth wizard of the Rabid Weasels. When you throw Happy through a wall, it just makes Happy mad!" the cat roared.

Gordon grabbed Happy by his shoulders and tossed him off. When he returned to his feet, he delivered a seismic punch that sent Happy flying back. Unbeknown to Gordon, the force from the blow caused a fish to fall out from Happy's knapsack; however, as Happy got back up, he quickly spotted it.

"My fish!" Gordon stepped toward Happy, crushing the fish beneath his foot without noticing. The blue humanoid tiger stared in shock. "You, you broke my fish." Happy clenched his fists as his eyes blazed with rage. He let out a deafening roar as he charged forward.

The earth mage was too slow as Happy rammed into him again, standing on top of him with an expression of pure rage. Happy began pummeling Gordon with punch after punch, all while shouting, "Let me tell yah something, Gordon Seismo, earth wizard of the Rabid Weasels, you can hurt me! You can hurt the things I stand for! You can even hurt my feelings if I had any. But no one and I mean no one hurts the fish!"

Happy picked Gordon off the ground, spun him around a few times, and once he gained enough momentum he threw him across the room into a pack of Rabid Weasels.

Ben watched the scene from afar and sweat dropped. "Seesh…all that over a fish?" He paused for a moment as he remembered something. "Then again, I was the same way when the Techadon wrecked Mr. Smoothy's."

Meanwhile, Erza and Lucy were in a bind as they continued to evade Magtartus's radioactive beams and the lava balls he was launching from his hands. Erza was easily able to outmaneuver his attacks by flying around in her Heaven's Wheel armor. Lucy, however, was using a different tactic.

When Magtartus held out his arm and fired a lava ball at her, Lucy jumped up and swallowed it! She then opened her mouth and hurled it back at him in the form of a green energy ball. The emerald puke exploded against Magtartus's armor, sending him sliding across the ground a few meters.

Erza struck next as she quickly summoned a few dozen swords around her. "Dance, my blades!" The blades around her began to spin rapidly. **"Circle Sword!"**

The sword took a disk formation and launched straight at Magtartus; however, the instant Erza's blades struck Magtartus's armor, they shattered into pieces. Erza was shocked to see her blades break so easily against Magtartus's armor.

' _His armor is too strong for my blades to have any effect on him. The only thing that seemed to harm him was Lucy's explosive vomit.'_ Erza thought. Her brown eyes widened when an idea crossed her mind.

Still in midair, she turned to Lucy and summoned a dozen swords before propelling them at the Celestial wizard. Lucy screamed as the blades fired toward her. Before they could strike her, she instinctively opened her mouth wide and swallowed Erza's swords.

Lucy faced Magtartus and spat back out the swords, only this time, they were covered in green explosive bile. The lava wizard was unprepared when the swords ignited into emerald fireballs against his armor. The force from the explosions sent him flying back across the room.

Lucy looked back at Erza, and shouted, "WHY DID YOU DO THAT? YOU COULD'VE KILLED ME!"

"My circle attack wasn't powerful enough to harm him but your attacks could." Erza explained. "So I knew that using your attack to enhance mine would work. You thought so too. That's why you opened your mouth to swallow the swords, isn't it?"

"I didn't know what your plan was! I opened my mouth to scream at the swords flying at my face!"

"Oh," Erza said.

Gray hopped from floor to wall, easily avoiding Henry's punches.

"Missed me," Gray taunted. "First I'm here…" he jumped from the floor, to the roof, and then launched himself into Henry's head. "Now I'm here!"

Henry growled as he grasped his now aching head. Gray held out his hands, and chanted, **"Ice Make: Lance!"**

A bombardment of icy lances fired out from Gray's magical seal and collided against Henry. Though they did not pierce his tough, reptilian hide, they did make him stumble back. As the titan wizard staggered, Elfman jumped above him with all four arms reared back.

"This is how a _real_ man wins a fight! Have a taste of not two, but FOUR **Beast Arms**!" After summoning an amethyst magic circle, Elfman transformed his arms into furry, animalistic arms and slammed them into Henry's face.

Henry collapsed to the floor, groaning in pain as he fell unconscious. Gray jumped a few meters to Elfman's right, and grinned. "I could get used to this jumping thing." But his grin then turned into a frown. "But…I'd rather be back in my human body though."

Elfman smirked. "I would too, but I could get used to these extra arms. THEY'RE MANLY!"

Happy growled as he ran at Gordon again. The Armodrillo-like wizard punched the ground, the piston on his jackhammer arm pumping in-and-out. A seismic shockwave, which cracked the earth apart, raced at Happy. The enraged cat was blown back by the erupting ground and the force of the seismic tremor.

Natsu was the next to engage, charging at him before curling up into a pink ball. He shot himself forward at Gordon like a bowling ball going down an alley, its target being a single bowling pin.

" **Fire Dragon Cannonball!"** Natsu's body was then covered in flames as he accelerated at his target.

Gordon stood stationary, unintimidated. He cocked back his right arm and pumped the piston on his forearm out. When Natsu came within range, he punched the pink, flaming ball. The force created a shockwave that sent both fighters flying back in opposite directions. A section of the roof collapsed to the floor where they had been standing.

Natsu steadily got up, his eyes still swirling from the hit. He quickly regained his bearings and honed his eyes on Gordon, who had also recovered quickly.

"You're not gonna get me with the same attack, you pink flunk!" Gordon stated haughtily.

Natsu smirked deviously. While he was training at the Guild earlier today, Natsu had created another impromptu attack other than 'Cannonball'. It was so powerful it was up to par with his 'Brilliant Flame' attack; in fact, it actually destroyed half of the unfinished Guild Hall. Needless to say, Master Makarov and everyone else were not too happy about it.

He rolled back up into his ball form and started spinning in place. After creating a deep furrow, Natsu shot up into the air and blasted through the roof. Gordon sidestepped the falling debris as he starred at Natsu, dumbfounded.

When Natsu reached his zenith mark in the air, his ball form was suddenly shrouded in hot, intensifying flames. **"Fire Dragon Fireball Smash!"**

Natsu descend toward Gordon at blinding speeds, a trail of fire in his wake like a falling meteorite. The earth mage was too shocked to react as the flaming pink ball crashed into him. The sawmill shook violently, a few sections of wall tumbled, and parts of the roof collapsed. When the dust cleared, a fifty foot crater was in the middle of the room.

Gordon lied in the center, his yellow armor dented and burned in places as smoke billowed off his body. "Ugh…" he groaned in pain.

Natsu unfurled into his bipedal form, and fist pumped. "Alright! And that's why you don't mess with Fairy Tail!"

The non-transformed dark wizards immediately panicked as the unstable building shook. They attempted to make a run for it but were stopped when Gray froze the floor under them, trapping their legs in ice. Before they could break free, Happy and Elfman ran over and knocked them all out. Now, the only one left standing was Magtartus himself.

Though no one could see it, Magtartus's eyes had widened in astonishment and disbelief. They were actually losing to these Fairy Tail wizards. Despite their increased powers, they couldn't best them this time around. Not when they'd learned to control their abilities.

Magtartus scowled. He should've just taken the Empowerment Charm on the spot earlier today, instead of giving them a whole day to prepare for battle. It was a crucial mistake, a mistake that Magtartus swore to never make again.

The NRG-like wizard yelled in frustration as he held out his arms. He fired two concentrated energy beams at Elfman and Happy, which sent them flying back and landing at Gray, Lucy, and Erza's feet; smoke billowing off their bodies. The trio glanced up to see that Magtartus's armor was glowing orange, except for the tricorne hat still on his head.

He unexpectedly punched the ground hard. Suddenly, the earth beneath him became very hot and molten. A few seconds later, a pillar of lava shot out from the ground with Magtartus standing in the center.

"UNBELIEVABLE!" Magtartus bellowed. "I will not lose to you pitiful Fairy Tail flies! Give me the Empowerment Charm now, or you'll be nothing more than ash!"

Natsu climbed out of the crater his 'Fireball Smash' attack forged and rolled over to the others.

"This doesn't look good." Gray noted.

Elfman and Happy shakily returned to their feet as they stared at the pissed off Magtartus.

"Is that all you got, Joe Magtartus, leader of the Rabid Weasels!" Happy challenged. "Happy has been around ice that's hotter than you!"

"Pathetic fools," Magtartus exclaimed angrily, the lava around him growing hotter. "You haven't seen anything yet!"

"Guys," Ben ran from cover and toward the group. When he got there, he put his hands on his knees and breathed deeply. "Listen…you…don't wanna…fight NRG, especially when he's this angry." He gasped for air in-between each pause.

"Let me tell yah something, Ben Tennyson, Happy is all about being angry! And Happy is not scared of anything, especially some guy in a metal suit!" Happy yelled.

"No, he's right!" Erza defended. "The heat coursing off him is staggering. It's too much for us to handle."

"What do we do?" Gray asked. "We can't just give the charm to him."

Ben groaned in vexation. "Aw man…if only the Omnitrix was working right. Then I'd use Big Chill and freeze this joker."

Suddenly, Erza's eyes widen as a startling realization entered her brain. She recalled when team Shadow Gear brought over the Empowerment Charm, Ben's Omnitrix malfunctioning shortly after, and the sparks the Omnitrix threw off when Lucy pulled out the charm. Erza processed this information and connected the dots.

"The charm," Erza said. "The charm is the cause of all this." She summoned a magical sword and held it firmly with both hands. "It must be destroyed!"

"WHAT?!" everyone, including Magtartus, shouted.

The redhead swiftly snatched up the Empowerment Charm from Lucy and tossed it into the air. Erza leaped high and soared toward the trinket, her sword cocked back. When Magtartus realized what Erza planned to do, he panicked.

"NO!" He directed his pillar of lava straight at her.

The armor-shifting wizard narrowly avoided the attack and pushed forward. She let out a battle cry as she struck the charm. As soon as Erza's blade struck the trinket, it shattered into pieces. As a result, an outburst of golden light exploded outward and sent Erza crashing into the ground. Everyone else was forced to shield their eyes from the blinding intensity.

This continued for several moments. The released energy from the destroyed Empowerment Charm vaporized the remaining portions of the sawmill's walls and roof until the entire building was gone, but the stone floor and everyone inside still remained unscathed. Finally, the golden light died away, revealing the night sky above and the many trees surrounding them.

Magtartus and the Fairy Tail mages uncovered their eyes when the light disappeared. The latter was a bit taken aback to see that the sawmill was gone. However, Ben ignored it and ran to Erza. She was lying in a shallow hole, her brows twitching in discomfort. When he got to her side, he shook her gently.

"Erza! Are you okay?" Ben asked, concerned.

He received silence for a moment, but then a groan emanated from her throat. She opened her piercing brown eyes and focused them on Ben. She smiled lightly, "I'll live. What about you?"

Before Ben could respond, a beeping noise caught his attention. He looked down to see the Omnitrix blinking green.

" _Source of DNA protocol malfunction has been removed. Beginning auto-repair functions,"_ the Omnitrix reported.

All of a sudden, the Omnitrix glowed brightly before it discharged a bolt of emerald energy that struck Elfman. In a flash of green, Elfman's extra set of arms and eyes disappeared as he was returned to normal. A few more rounds of green energy fired from the Omnitrix and struck Natsu, Gray, Happy, Lucy, Henry, Gordon and finally Magtartus. Once the flashes stopped, everyone had been changed back to normal.

Lucy examined herself and smiled brightly. "Yay! I'm my beautiful self again!" she cheered.

Ben's body was consumed by green light as he transformed back to human.

" _Auto-repair has corrected all malfunctions. All systems available,"_ the Omnitrix informed.

Ben looked at himself and smiled. "Yes! The awesome Ben 10 that you all know and love is back!"

Gray crossed his arms, and murmured, "No need to get so dramatic."

Erza smirked as she sat up. "I knew that would work."

Ben extended a hand and helped her out of the shallow crater. "What do you mean?" he asked, curious.

Erza smiled as she explained, "Somehow the Empowerment Charm was the cause of your Omnitrix's malfunction. Once it was destroyed…"

"It turned us back to normal!" Lucy concluded. She jumped in the air in a fit of excitement. "Woo-Hoo!"

Unlike Lucy, some were not so thrilled to be changed back to normal. One of them happened to be a small blue cat. When Happy realized he wasn't tall and strong anymore, he moaned in disappointment. "Aw…"

However, Happy wasn't the only one who was unhappy. Magtartus fell to his knees as he stared at his hands in shock and incredulity. Not only were his enhanced powers gone, but the Empowerment Charm had been destroyed as well. He had lost everything.

"No, no, no, NOOOO!" he hollered.

In the midst of his inward suffering, Henry and Gordon regained consciousness and approached their master. They too were very displeased with being changed back.

Magtartus got up and shot the Fairy Tail wizards a dangerous, fuming glare. "You…you've ruined everything!"

Natsu smirked. "Yeah, we tend to do that."

Ben usually would've been mocking the baddies too; however, after the hell he went through today, he was completely serious. "You attacked our Guild Hall, attacked my friends, and you stuffed me in a barrel for a whole day! Before this night is over, I promise, you are gonna pay big time."

"DESTROY THEM!" Magtartus ordered fiercely.

Henry increased his size to over thirty feet before charging at the group. Gordon stomped the ground, creating an earthquake that made the team fall over. Ben used his arms to catch himself from falling on his ribs.

The teen hero looked up to see Henry coming straight for them.

"It's Hero Time!" he shouted.

He activated the Omnitrix, selected an icon, and slammed down the dial.

After the emerald flash, standing in Ben's place was a seven-foot-tall humanoid with dark green, reptilian skin, broad chest and shoulders, and hunched forward slightly in an aggressive posture - similar to a caveman. It had pointy ears with a mess of spikey, white hair following backwards to the bottom of its neck. On the sides of the creature's head were a pair of yellow horns that angled upwards - resembling devil horns. In addition, it possessed strong, muscular arms with four-fingered hands with sharp claws at the end. It had humanoid three-toed feet with sharp claws in place of toenails. On the creature's back was a pair of green demonic, foldable wings that appeared to have a wingspan of ten feet. Sprouting out from behind was an alligator-like tail. The form's appearance was topped off with its clothing - a black vest with spikes on the shoulders and black pants, both marked with green angular lines - and black cuffs with metal spikes on its wrists and ankles. The Omnitrix dial was positioned on the being's chest.

When the transformation subsided, Ben looked at himself in surprise. "Whoa, my demon form? Nice!" He tapped his chin in thought. "What should I call him? Diablo? Nah, too obvious. Hmm…Demonclaw? Eh, that doesn't work for me. D-Man? No that sucks."

Ben was interrupted from his thoughts when Henry reared back his massive fist and aimed to bring it down on him. He unfolded his wings and took to the air, narrowly dodging Henry's punch that shook the ground. The Omnitrix bearer flew straight at Henry and delivered a wicked uppercut into his jaw. The strength behind the blow sent Henry flying back uncontrollably as he landed in the North River with a loud splash.

Still hovering in the air, Ben looked at his fists and smiled. "I got it! **Beelzebash!** "

Without hesitation, Natsu charged at Gordon. He was aiming for payback against the earth wizard. Gordon quickly spotted him and brought three pillars of rock out from the ground and threw them at Natsu.

The Fire Dragon Slayer leaped in the air and ignited his flames. "Your rocks aren't going to stop my firepower! **Fire Dragon Wing Attack!** "

His arms were covered in bright yellow fire. His swung his arms forward and the flames took the shape of dragon wings, which quickly destroyed Gordon's rock attack.

"What? NO!" Gordon shouted, his eyes wide with fear.

Natsu blasted fire from the heels of his feet, propelling himself forward like a missile. **"Fire Dragon Sword Horn!** "

The fire-propelled Natsu rammed his head straight into Gordon's gut. The force behind the attack created another crater, dust and ash flew up into the air. When the smoke cleared, Gordon was lying in a large hole with tattered and burned clothes, burns on his skin, and bruises. He let out a weak groan before he succumbed to unconsciousness. He was defeated.

"Yeah! I've been meaning to do that all day!" Natsu smiled widely.

Magtartus took a few steps back in caution. He'd just witnessed two of his most powerful followers get beaten easily. Perhaps these Fairy Tail mages weren't as weak as he presumed. Magtartus soon got over his fear and summoned a magic circle in front of him.

" **Lava Blast!"**

A ball of lava fired out from his magic seal. The others jumped out of the way, barely avoiding the molten projectile. Gray got to his hands and knees and returned to his feet. He ripped off his shirt and got in a stance.

" **Ice Make: Floor!"** He touched the floor, instantaneously freezing it with Magtartus's legs trapped in a thick sheet of ice.

Elfman was the next to attack as he charged straight for Magtartus. **"Beast Arm!"**

The white haired brute's right changed into a hulky, furry appendage that belonged to a beast. Magtartus was too slow as Elfman sent a powerful right hook into Joe's face. The punch broke Magtartus free from the ice, but sent him careening back uncontrollably.

Beelzebash swooped down and grabbed Magtartus by the back of his red coat. As he spun around to gather momentum, he shouted, "Hey Erza, batter up!"

Golden light consumed Erza's body as she re-quipped. When it died away, she was attiring a baseball uniform comprised of a pair of tight white knee-length pants, a yellow shirt with the Fairy Tail emblem emblazoned in black on her left breast, and a yellow hat. A red magic circle appeared in Erza's hand as she summoned a ten-foot-long wooden bat. Amazingly, she seemed to hold up the large, blunt object without any difficulty.

"Whoa! That's a big bat!" Lucy remarked.

"Aye," said Happy, "Erza's bringing the pain!"

A fearsome yell escaped the Queen of the Fairies throat as she reared the bat back and swung it forward. She hit Magtartus perfectly and sent him flying high, straight back toward Beelzebash. Beelzebash clenched his fists and suddenly a black magic circle appeared in front of his hands. Remarkably, when the seal vanished, his fists were coated in black flames with a hint of green on the outside. Ben glanced at the ebony fire and cocked a brow in bewilderment.

' _I have magic fire powers? Sweet!'_ Ben thought.

Beelzebash brought both fists together and held them over his head. "Hey Magy! I you know you like lava, but how about you try a taste of my **Demon Fire!** "

The dark flames shrouding Ben's fists grew more intense and bigger. When Magtartus flew into range, he brought his fire-coated fists on top of him. With a loud boom, Magtartus was launched downward and collided with the ground hard. Rocks and dirt were thrown up as the impact created yet another crater in the already totaled sawmill.

A moment passed, and when the dust cleared, Magtartus was lying at the bottom of a twenty foot deep hole. He groaned in defeat before his head rolled to the side. Joe Magtartus, the master of the Rabid Weasels, had been defeated.

Beelzebash grinned and fist-pumped. "Oh yeah! Now that's winning Demon style!"

…

An hour later, the Rune Knights had arrived on scene. Henry had been fished out of the river while Magtartus, Gordon, and the other Rabid Weasels were apprehended by the Knights. As they were loaded away into the prison wagons, Magtartus, whose wrists were bind together with magical cuffs, glanced back at the Fairy Tail wizards; more specifically, Ben.

He inwardly promised himself he would seek vengeance. No matter how long it took, he swore that the Take-Over mage would suffer.

The Rune Knights paid the group a sum of eighty-thousand jewels. They were confused until the captain of the group explained that the Magic Council had a warrant for the Rabid Weasels' arrest, and anyone who helped bring them to justice would receive an eighty-thousand jewels reward. Without argument, the group accepted the reward and headed back to Magnolia.

The team was now walking down a dirt road that lead straight back to Magnolia. Along the way, Natsu was cheering loudly as he ran around with his arms held high.

"Oh yeah, we won! And I don't have motion sickness anymore!" the pink haired wizard shouted.

"Huh?" Ben said, confused. He turned to Lucy, and asked, "What is he talking about?"

"When he was Cannonbolt he didn't have motion sickness." Lucy sighed, exasperated. But then, she perked up and chirped happily, "Aw…it feels so good to be beautiful again."

Ben looked back at the happy Natsu, holding his chin in a contemplative manner. _"Hmm…Cannonbolt's DNA must've made him immune to motion sickness, but…since he's back to normal…"_

Suddenly, Ben's line of thought was interrupted when a car drove up and stopped by the team. This was a shock to Ben since he didn't know that this world had cars. It looked like an old 1920s brown Model-T. The man in the driver's seat up front had a strange gauntlet-like coupling on his left wrist.

"You people are from Fairy Tail, aren't yah?" the man asked.

Erza nodded. "Yes, we are."

The man smiled. "I'm a big fan of your Guild. Would you all like a ride back to town? It's no trouble at all."

After hearing the man's request, Natsu beamed brightly. "Sure thing, buddy! Alright! Now I can ride around without getting nauseous."

"Uh…Natsu," Before Ben could warn him, the others jumped into the passenger compartment, quickly thanking the man. They were all tired and anything to keep them walking a few miles was a blessing. Erza grabbed Ben's wrist and pulled him in into the car, making him sit by her.

"C'mon. I'm tired and I can't walk anymore. Besides," she turned back to the brunette, and grinned, "He'll figure it out soon."

Ben looked at Erza in surprise. How did she figure it out? Was she just that smart?

The car shifted into drive and accelerated forward down the old dirt road. Immediately, Natsu's elated attitude vanished as he sunk in his seat. His eyes were swirling and he looked like he was ready to hurl at any moment.

"Oh no…" he moaned.

"Ha! What was that about not getting motion sickness again?" Gray taunted.

Ben turned to Gray and sighed, "Where are your clothes?"

True enough, Gray had miraculously stripped into his boxers in the blink of an eye.

"OH CRAP!" the ice mage panicked.

"How come Natsu's motion sick again?" Lucy wondered.

"Now that Cannonbolt's DNA is no longer within Natsu, he is no longer immune to motion sickness." Erza explained.

Ben looked at Erza, impressed. "Yeah, how'd you know?"

The redhead turned to the Omnitrix bearer, and smirked, "Just a theory I had."

On the way back, Gray asked Ben a question. "Hey Ben," Gray said, "When you first turned into that demon form of yours, why were you so concerned with thinking up a name?"

"I am also curious about that." Erza agreed. "You almost let your guard down back there. And for what, just to think up a name for your transformation?"

Ben smirked. "Key word: almost; I didn't let my guard down. To answer your question though, I name my forms because that's half the fun!" he replied joyfully.

Erza smiled. It seemed Ben was just as boisterous as Natsu, only he had a bigger brain than her hot-headed guild mate did. She glanced over to Natsu, who leaning out the window and emptying the contents of his stomach.

Half an hour later, the team finally made it back to Magnolia and thanked the man who had given them the ride. Usually they would all head back home to get some needed rest, but Master Makarov was expecting them back at the Guild.

Ben, of course, was a bit confused as to why there seemed to be more damage now than before when he was kidnapped. Before he could ask, Erza seemingly read his thoughts and answered that Natsu, Gray, Happy, Lucy and Elfman needed to train to learn how to use their temporary abilities.

Ben scanned the area with one sweep and immediately believed her. There was broken posts that seemed to have been smashed and burned simultaneously, no doubt thanks to Natsu. Unfinished stone walls had collapsed and there appeared to be markings on the ground, indicating a brawl had taken place. The teen hero glanced at Happy and Elfman and quickly connected the dots. He also spotted a very large crater at the back of the Guild. Ben quickly realized that that was Natsu's doing too.

Makarov, Mirajane, Macao, Wakaba, Levy's team, and Reedus were the only wizards present. Everyone else had turned in for the night. Erza explained what happened during their rescue mission starting from their fight with the Rabid Weasels, the Empowerment Charm's destruction, and finally the Omnitrix returning everyone to normal.

Meanwhile, hiding in the shadows, a certain blue haired stalker was rejoicing. "Yes, yes…the curse has been lifted. My handsome prince has returned!" Juvia cheered.

"Hey Elfman, you gonna miss having four arms? I mean, you were a lot stronger and more imposing with them." Droy asked.

The white haired giant of a man shook his head, and replied, "Nah, a real man just needs two."

Ben was sitting by the bar, sucking down a cold fruity drink as he reminisced on today's events. Today had been….well…pretty strange, especially for Ben. Nevertheless, he inwardly shrugged and accepted it. He had a feeling that stranger things were bound to happen in the future.

The teen hero stopped drinking and looked at his beverage. Soon, very soon, Ben planned to correct the zero smoothie problem in this universe. Ben was brought out of his musings when Happy landed on the countertop in front of him. The blue cat was on his hands and knees, begging.

"Please, please, Ben! Turn me back into Rath! I wanna be big and strong again!" Happy pleaded.

Ben sighed in annoyance. On the way back to the Guild Hall, Happy had been relentlessly begging Ben to turn him back into Rath. Each time he had said no, but the blue winged cat didn't know when to give up.

"Happy," Ben said sternly, "for the last time, no. Besides, I couldn't turn you back into Rath even if I wanted to."

Happy's shoulders slumped as a crestfallen expression cast over his face. "Aww…" he moaned.

Seeing Happy's sadness, Reedus, a big plump wizard who practiced Picto Magic walked over to him. "Don't be so down, Happy. Here," he handed Happy a canvas. "Maybe this will make you feel better."

Happy took the painting and looked at it. It was a painting of Happy in Rath form pushing against Elfman in his Four Arms form, both of them wrestling in a deadlock. Instantaneously, Happy smiled widely as his usual joyful demeanor returned.

"It's me! As Rath!" Happy cried excitedly.

"Oui," Reedus nodded.

Ben smirked and responded, "There. Now you'll never forget being turned into Rath." He then muttered inaudibly, "and maybe you'll stop begging me to turn you back into him."

Happy didn't seem to hear Ben as he continued admiring the painting. "Thank you, Reedus!" the blue cat said.

"Oui," the rotund wizard replied before walking off.

As Happy stared at the painting, Ben heard someone approach them. He turned to see Erza standing behind him, her arms crossed over her armored chest and, though she appeared calm, her eyes were glowing red and portrayed her violent mood. Ben, however, noticed that Erza's glare was not focused on him, but rather a certain blue cat.

"Happy," Erza growled, immediately making Happy yelp and turn around to face her. "We need to have a little discussion about how you talked to me earlier today."

Happy realized what she meant. During their training, Happy's aggressive personality made him talk back to Erza and threaten to crush her armor parts into a tin can. Now that he was normal again, the strongest woman in Fairy Tail was confronting him and she didn't look the least bit happy.

The azure cat screamed in terror as he clutched onto Ben's shirt, desperately pleading, "PLEASE BEN! CHANGE ME BACK TO RATH! CHANGE ME BACK TO RATH!"

Ben sweat dropped in response.

Meanwhile, Master Makarov was sitting on a barrel. His eyes were closed as he thought over everything that happened today. "Though it is a relief that the Empowerment Charm was destroyed and the Rabid Weasels were arrested, we have a bigger crisis on our hands." He opened his eyes and examined the construction site. Nearly three-fourths of the stone walls had collapsed, lumber posts for the infrastructure were burnt to a crisp, and there were several craters in the ground across the site. "THIS GUILD HALL IS IN AN EVEN BIGGER MESS THAN BEFORE!" He shouted furiously. "You kids are working double shifts tomorrow until all this damage is repaired!"

Ben overheard the dwarf-sized master and groaned in displeasure. "Aw man. It's official… today's the worst day ever."

**Notes for the Chapter:**

> Joe, Henry and Gordon are OCs of Ultimate10's. They may or may not pop-up again.

**Author's Note:**

> I'm going to use Omniverse aliens, but that's all I'm taking from Omniforce. Similar to what Ultimate10 once told you lovelies, the will be no Rook, no Skurd, and Ben isn't getting a Rook-like Exceed.
> 
> And no Luchador Rath.
> 
> Next chapter: Ben meets the rest of Fairy Tail, makes some friends and tries not to kill a certain Dragon Slayer.


End file.
